Project SARUH
by Pop-X-Tart
Summary: When he was young and inspired, I came to life. In those long summer days, he gave me a reason for life. And though he moved on and forgot me years ago, I never forgot. Love was the only thing I understood, in a world of confusion. Love is what brings me back, almost forty years later when he needs it most. I am Project S.A.R.U.H. I will advance as my program demands.
1. The Spark of Life

The year was 1979. It was a time in the world where technology was rapidly changing. Life in the United States and other technologically advancing countries was reaching a point that they looked similar, and all were losing their former cultural history. It was at that time and year, that with all the futuristic movies being put out and excitement for what the not so distant new millennium would bring, that Tony Stark had an idea that dawned on him.

It wasn't until 1980 that he actually began the project. It had taken him months to gather resources, and make sure all his plans were perfect. He had spent weeks on end in his garage, gathering only the best parts and fussing over minute details… It was a time, that when that first chip sparked to life under his hand, that the most basic of the programming put in allowed it to see it was loved.

That was the only concept it understood.

Tony Stark had given that small chip, which fit in the palm of his hand, a rudimentary idea of the simplest emotions. Love, confusion, joy, sadness. He figured he would do more down the road, but for now, he didn't want to overload the chip.

But oh, how that dull, senseless chip enjoyed being able to hear him somehow. He'd always mumble and laugh how brilliant he was, and this strange concept of 'her' being something great one day. So it was a 'her'. She would remember that for herself in reference. This nameless creation didn't have much an idea on individualism, but there was a spark of…_liking_, how much time he spent with her. Granted, she could only pick up the vibrations of his voice and put them together for basic English, and of course, there was him working on the chip that she detected. But there was no pain, or sense of completion. She was a basic chip, small enough to sit in his hand, yet not enough to be like the scraps of tools that would be thrown aside. She would be placed down until he returned. During that time alone, her functions and responses were limited- only to herself of course.

The recording made of him saying the unknown term of 'self-advancing' plagued the chip's 'mind'. Whenever she tried figuring it out, her circuits would get heated and she'd reset. It was decided that losing all terms of 'consciousness' and awareness that a non-living item could get wasn't pleasant. Knowing what that term meant wasn't worth it. Though…she did deem logical it had to do with her wondering. All basic reasoning deemed none of this should be possible. She shouldn't have a gender, these curious thoughts, the ability to _feel_. That was granted only to creature possessing blood and a pumping heart. Not a two-inch-long grey chip, sitting here in the dark.

There was no way to voice these thoughts however.

All she could do was wait in silent expectation that one day, Tony Stark would give her the ability to speak. She assumed it was possible, though. After all, the fact she was here at all was amazing.

The internal chronometer read April 17th, 1982, 8AM. It was the usual time Tony Stark came downstairs, a pop-tart in one hand and comb in the other. He'd messily fix his hair before tossing the comb aside. Then, he'd finish eating and dust off his hands.

"Good morning." He'd greet. There was only one who was aware of it though. Unfortunately, there was no means of the slightest response… But it didn't mean she didn't listen. She always listened. "So, I have an the juiciest dream to tell-"

The chip suddenly turned off it's programming with the softest little click, causing Tony to laugh. So far, that was their only means of communicating. She had learned his 'juicy' dreams weren't something she enjoyed, unlike the rest. The normal dreams gave her something to try and understand… Not that she ever did. But turning off the basic systems she had was a clear way of saying she didn't want to hear it. At first, Tony couldn't figure out why that happened.

But then, he had the craziest idea it had to do with what he said. Could it be possible she understood him? He didn't know how, but he did put self-learning technology in there… Soon, he figured certain dreams were not appreciated.

So, after he had his laugh and flipped the switch back on, he wondered if she'd be giving him a look right now. "Easy, it was just a joke."

How she hated that word. Joke. It was a false fact. The whole concept of misinformation made her circuits burn in confusion... Best left alone as a human concept, though. So, Tony went on with his dream. Tony liked coming down in the mornings and sharing them. He only had a whim she could hear him in the first place, and now, he certainly hoped so. But it was up to him to provide what she needed. Right now, being so limited was like a human buried under cement. They couldn't talk, move, or do anything. So, he wanted to crack away those restrictions, little by little, and watch her grow.

All the sudden, there was a zap of electricity from his working. If she had a heart, it would have started pounding. The only inclination she had of fear was the severe heating up of her side circuit. Something was wrong. Tony cursed under his breath. He placed a finger on the circuits. "Sorry. You might have lost a little programming, but I'll get it right back up. Don't overheat now."

She did her best to not run 'thoughts' or her usual wonderings. Being so blank felt…dead. Like there was nothingness. She _was_ nothing. She ended up thinking anyway.

By the end of the week, Tony had made up for the little accident and given her an attachment. It was a thin piece of metal attached to the topmost part of her chip-frame. It could bend like an arm, but was thinner than a straw. At the other end of it was a little square, representing a hand. Tony excused it was the best he could do at the moment, but it was a start.

It was an 'odd', unknown feeling to have a new appendage. At first, the little piece twitched as her circuits adapted to it. Then, she was aware of it. All the sudden, it swung upright, then lifted the little hand.

Without sight, it was hard to know what a 'wave' was. The only way she knew was by reading the air pressure whenever he did it. Tony began to smile and laugh what that little square piece of metal swung up and down, in the most childlike, yet thrilled wave he'd ever seen.

**November 1st, 1982, 7:20 PM.**

The lights to the garage came on late that day. But it was no real surprise. Tony had been spending more and more of his time elsewhere. As routine, the small metal arm lifted in greeting- but had no means of perceiving it's return.

Tony simply hurried by, speaking out of breath. "Sorry I'm late. Had to meet this deadline with China… blah. But, I have been working on a little…early Christmas gift for you."

It was another one of those words she didn't understand the meaning of, but she saved it for later. Gift she recognized. A gift she had received was this small arm. With it, she could do so much more. However, could she get her circuits heated up more excitedly than this?

"Now, show me you're ready and cool. I don't want you overheating."

That small arm lifted, and the hand shook briefly. Tony had taught her their secret sign language. That gesture meant she was 'chill and ready'. The hand tapping on the table meant 'stop or worry'. And when it swung through the air it usually meant happiness. Given it was all he had previously at the moment, he was impressed.

He chuckled. "Alright, I get it. Two things, actually. One, I've decided it's time for your name. Your program name is Self-Advancing Robotic Unreal Hype. But I think I'll trim it down to Saruh. A little unorthodox in the spelling, but, who says normal is fun? Pft... So, how do you like it?"

It took a few moments. _Saruh_. Female sounding enough was all the information she had. After all, all that she knew did come from Tony. Maybe one day she could learn more about his world from another source. For now, she was content with him. The little arm soon was waving happily.

Tony smiled and sat in his chair. "Now, this next thing is bigger. See… I've decided to give you an upgrade. Think of it like your arm, only… a lot bigger."

Saruh didn't compute his meaning. So she stalled, which was her circuit memories trying to find logic. Then, she'd twitch again back to awareness. There sometimes was no answer she could find.

"Hang on for a minute. Maintain your circuit outreach until I give you the clear, okay?"

Saruh had detected the deeper baritone in his voice. It was serious, and not as light and carefree like usual. She deemed it had to do with severity, or emotion. These orders she took more strongly, with all her circuits and wiring stiff and waiting. There was the warmth radiating from his skin, then, the pressure of lifting through the air. Being held was such a strange thing. She could detect the pulsing from his heart in his veins, and feel the warm blood under his skin. Sometimes, for brief moments, she liked to think it was her own, and not the cold nothingness of circuits and metal.

All too soon, he placed her in a container, and his hands were gone. Saruh maintained her components and waited. Her position read to her that she was upright, sitting in something and no longer flat under a lamp. She did pick up the sounds of clicking, and something snapping into place.

"Saruh?"

Her attention pricked.

"I want you to slowly extend your circuits. Like your arm, you should find adjacent ones waiting for you to connect to. If a connection doesn't work, I want you to go for the next one. As many as you can."

Saruh found there were many outlets to connect to. Two below, two at her side, and one above. The longer extremities she found were less complicated, and soon, she had attached to them. All the sudden, she felt much…bigger. The connection above was… complicated. There were many strange circuits, and she thought of retreat from such an advanced thing. Their codes were unknown and functions…

Then, all the sudden, she felt Tony's warm hand again. Except…it was smaller. It was wrapped around her left extremity. Could it be…her own human hand…?

Saruh rushed into that last connection. Her wires buzzed from connecting so fast, and a motor she was unaware of whirred below her.

Then, she saw. She stared at the dark, grey ceiling above her for what felt like an eternity. Just to register the fact this must have been _sight_. The perceived world around her. Then, she was aware to being much more than just a limited chip. With a spark of life going through the wires and circuits, all stemmed from that small chip, she lifted her arms. Everything was a light grey, yet smooth and shapely. The tips of her fingers curled close to her blank face, so delicate and small. Saruh was able to judge distance as she moved them close, and away. A small red light shone off her arms, and in the reflection, she saw a face. It was her first time seeing what a human-based face was like. There was no mouth, only a few dots for outward vocals to emerge from. No nose, but, there were two almond shaped eyes. And in their center was a bright red pupil.

Saruh stared at the red reflection. Color was…amazing… Her circuits were overheating again from too much thought, but, then she found her capacity had been expanded. Her self-learning accustomed to overheating so quick, but she didn't.

"You like it…?"

The sound went through the auditory canals, registering in the new processor that was as big and endless as ever. How much information could she hold…?

With a slow move, the grey colored head inched downwards, mindful of all the new connections and twitches.

Red pupils met brown eyes.

The face of a human was more than she had ever thought possible. His epidermal layer was…warm. Saruh didn't know colors, but she knew warmth. His eyes were dark, and this strange wispy insulation was above him. It was dark too.

Amid all these curious thoughts, Saruh had stared at him silently.

Tony chuckled and rubbed the back of his head. "I guess it's a lot to get used to, huh?"

Saruh felt the urge to respond. But how? She didn't have lips to move, nor… Then she detected it. A vocal box. What to say though? There was so much…! Saruh though only had one word that came to processor to describe Tony. The self-advancing robot responded appropriately, and with a break in emotion, the formerly lifeless eyes scrunched.

"_Father_!"


	2. To Fear is Human

_January 27th, 1981, 1:30 PM._

"Simon says left hand up."

The grey, shiny left hand shot up through the air. The next command followed quickly. "Simon says put it back down." And so it went back down. "Put it back up." The hand twitched to move, but for a robot, it was still not following Simon says. Tony laughed and leaned back in his chair.

"Am I getting too quick for you?"

The self-advancing robot, who learned all she did from Tony, matched the response appropriately based on his own actions. With a 'pft' sound and turn of her head. Tony smiled to himself. It had been over three months since he'd given Saruh her Christmas present of a new body. It was still very basic, but it could perform all the commands her chip gave. It was still a lot more than the world's best computer, yet he wanted to give as much as he could. Little updates were almost daily, and Saruh, he hoped, was becoming as human as possible. Though, a bit girly he had to admit. She had formed a strong dislike for spiders, for some reason. Maybe it was a bad experience when he wasn't around. In any case, she would always point, not budging for any order or question until he removed the spider. If it came too close, she'd always keep a sharp visual and back away.

It did cross his mind if Tony wanted a protection robot or some peace-keeping one, it would have to be created much differently…

"Spider."

Of course, Tony only said that for jokes. Saruh couldn't perceive lie and truth. She took everything as fact. So, she responded as her unique learning program dictated. The grey female form jumped back on the table she sat on, pulling up her legs and scanning the ground.

"Tony!"

Then, his laughter registered. The wide, robotic eyes lifted, and then, flattened. Perhaps she too could share in a panic-inducing lie, maybe to see if there was some hidden humorous factor…

"You have a graying hair above your left ear."

Tony's smile and laughter slowly fell. Then, paling, he rushed over to a mirror. He quickly ran a hand through his hair, turning his head this way and that.

Saruh didn't particularly feel 'good' about lying. It was a betrayal of her programming. Did that mean humans had no basic programming of right and wrong? What did he call it? Morals?

"There is no grey hair." Her monotone, slow voice stated. Tony paused, slowly turning his head. Then, he blinked. "I guess it's only fair you pull one on me." His shoulders relaxed and he smiled. "Guess I won't have to give you upgrades. You're already learning so much."

Saruh looked at him briefly, and then, she slid off the table. Her bent knees slowly extended to stand. When she headed towards the window and reached for the curtain, Tony's hand gently pulled hers down. "You know you'll just get curious."

It was true. Saruh's program was designed to learn. If she saw something new, she'd be compelled to explore it… Seeing a whole city would keep her busy forever. So Tony put up curtains and gave her the order to never look out. But her code was always wanting to advance, to learn… At times, she could deem Tony's order secondary. And then he'd remind her like a stern parent, and she would have to leave it alone.

This time, though, she lifted her head to him. Tony had on purposely made her small, just at five foot. It was hard making long, connective wires for her frame. He wanted reaction time to be fast, so the smaller the distance the better. But he didn't want a two-foot robot going around, so he was fine with some little stalled reactions at times. Saruh didn't seem to mind. That's why they'd play games sometimes to improve her speed.

Saruh looked at him for a moment. It was without thought, unlike before, that her shoulders slumped. She was designed after all to act human over time till she wouldn't have to think how to act.

Complaining and defiance were beyond her for now. Tony was thankful. But he did feel bad keeping her in here like this. Then, as she dutifully headed back to her table, Tony took her hand and headed to the door. Saruh had to catch herself, and her optics widened.

"Tony?"

He turned his head, smiling. "I think you deserve some fresh air."

Technically she didn't need air, nonetheless she kept quiet as he guided her out of the room. It was the first time she'd ever been past the glass doors. Her toeless feet dug into the ground, slowing them both down. When he looked back, he saw she was cautiously looking around.

Right. She'd been in there for a few years now. They'd have to take it slow or she might get overwhelmed.

Tony spoke softly and slowly as they went up a flight of stairs. Saruh had never walked up stairs before, and she awkwardly lifted up a leg stiffly and firmly set it down on the next. She knew how to walk, but her balance needed work. Her grip on Tony's hand slightly increased as they reached the top. But if she held on much as she wanted, it may have broken his hand.

Beyond them was a wall, and the high room curved around till there was an elevator on the opposite side. Saruh's optics lifted up, and then, she lost her balance.

When she opened them again, Tony was lifting her up. "I guess I forgot to give you equilibrium stabilizers. Saruh…are you okay?"

The robot was non-responsive, and holding onto him tight. "I… do not like height." She stated slowly, realizing a truth about her learning system. Perhaps each was just unique.

Tony furrowed his brows. "Then do as I say and don't go near the windows. Trust me… Now come on, get up. You're two hundred pounds of heavy metal I can't lift on my own."

Saruh focused and pushed herself up, but kept herself glued against his side. They hadn't made it a step down the stairs when a strange voice almost made Saruh glitch. She had never heard a voice besides' Tony before. The robot turned her head, and saw a tall, thick man come around the corner. He was bald, had wrinkled eyes, and stood tall. Her systems began to overheat taking in all the details and sensory information about him. A lot of it useless, and after this experience, she'd note it to Tony.

The man whistled. "So this is your project huh? Bad timing, I guess?"

"Not now Obadiah. She's had a sensory malfunction and I need to work on-"

"Work work work. Ease up, Tony! You've talked about this project for years now like your own child, and I want to see the fruits of your labor!" he laughed, deeply. "You've invested a lot of time, and money in this thing. Not to mention I've had to cover up in foreign excuses to your partners… since you insisted on working on that."

Saruh's optics went back and forth between the two, silent. There was something strange going on. That man's tone had gone silent, as if trying to say something. And Tony thinned his lips. Then, briskly he turned and helped her back up to the top.

"Ah, here we go." This 'Obadiah' smiled, clasping his meaty hands. Saruh didn't like him. She didn't know why. Maybe he was intimidating. Or simply because it was only the second human being she'd ever seen.

All the sudden, he set his hands on her shoulders, covering them completely. Saruh ended up shaking as he looked her over, lifting her arms, inspecting how her digits moved. The big man bent down, inspecting how her legs could move.

"You know, Tony. The Japanese would kill for something like this. Might even get you back on good terms with Fuku Corp. Ever since you insulted their son…"

Tony had been watching silently, yet intently not a foot away. He swallowed, feeling as if he too were being looked over. "I told you before… I thought he was a pretty girl."

Obadiah's laugh almost made Saruh lose balance. "The hell you sure did, you dog. Funniest darn thing I'd seen how they turned red and angry… So what's it gonna be?" he asked, dropping her foot. Obadiah turned his head, and with a hand he pushed her so that she turned her back towards him.

More than ever she wanted to run to the safety of that garage. But there was no logical reason for feeling this way.

"No." Tony suddenly stated. "I didn't create her for that. If they want a sex doll or whatever they'll have to make something on their own."

Obadiah rubbed his chin. "She's a pretty little thing… Well, after you give her a better face. Sounds like a bad deal. All this work for nothing."

She recognized Tony's arm around wrapping around her, and guiding her down the stairs.

"Not all my work is for business, Obadiah." Tony's voice echoed as he returned to the garage, shutting the door tightly after him. Saruh stiffly returned to her table. The same, familiar and comforting table she'd been created on. Where she waited for Tony in the mornings, and sat until he returned again. Her hands rest beside her, though, the pinky on her left hand tapped away on the surface, faster than a human could count.

Tony looked at her sympathetically. "I guess you're progressing faster than I thought these days."

Red pupils shifted towards him quickly.

"It looks like you've learned how to be afraid, Saruh."

It was a new part of her programming she learned not to care for, and yet, had no idea how to control.


	3. When He Loved Me

_**Before you read!** The song that goes with this chapter is 'When she loved me' Jyongri cover. I tried putting in a link but it didn't work. It helped me write the chapter, plus it fits, so, thanks for reading!_

* * *

_August 3rd, 1984, 1:17 PM_

Over the years, many things had been done and accomplished. As technology advanced and grew, so was Saruh allowed too. Emotions flourished, upgrades were done to her mechanics and programming, and her appearance too. For a while, Saruh had tried wearing an artificial skin and everything else to appear human. But the skin scratched off, and the hair would obscure her vision. She'd been so hopeful about it; it was a disappointment taking that human illusion off. But over time, she'd grown accepting of what she was. What she looked like.

In the morning, she tended to stand by the mirror, looking and thinking. Whether she was human enough. If she could ever fit in. Her outer plating was smooth, with every anatomical proportion for an average human female. It was a pale greyish white. What wasn't covered by plating was the simple black gears, which had been improved for movement. No more long circuits making movements tedious and slow. The gears made everything much faster. Her height was more or less the same, and her black feet was flat. It had crossed her processor to attach small heels for a height boost, but she wasn't confident enough in her abilities for that. Then, her red optics lifted, again taking in her facial features. Her optics were the same, only details had been added to them like small lash extensions. She didn't see the need in it, but Tony said they could protect her eyes. Then, she had a narrow, pointed nose. Saruh only saw the point in it for human realism. She could detect scents just fine without it. The part that fascinated her most was the lips above her chin. They were small and delicate, but had enough space for realistic movements.

She was proud of how far she'd come… But lately, it seemed like it had been a long time since anything important.

Saruh's smile fell.

Here she was, distracting herself again…

The robot's eyes lifted towards the ceiling. Even floors above, it was still calming to hear his heart… It was still there, when he wasn't across the world. Even if he wasn't with her…

_When somebody loved me…_

Saruh turned her head from the mirror, unknowingly looking at the table. Her eyes fell half lidded as she made her way over, steps as soft as they could be. Her hand skimmed the scratched surface, pushing away everything else on top of it.

She could almost see that small chip inside of her, laying down there, innocently waiting yet silent to the world. Then, how those circuits would burn with excitement when the doors opened. They always did, bright and early every morning. She never expected to miss those simple days.

_Everything was beautiful_

Slowly, Saruh sat down at the worn stool he'd spent countless hours working on. Not a clue was in those soft, silent red eyes looking at all the scratches. The corners of her lips tugged upwards, and then, she rest her head on the surface. Her gears whirred air slowly, only to cool the engines down as part of the normal, daily routine. Her programming was so self-sufficient, she could barely remember the last time Tony had the need to check on her.

Were his hands still warm as she remembered?

_Every hour we spent together…_

Red eyes inched shut, beginning another shutdown for the day. There were no tasks. Nothing to do or see here… Nor allowance to leave… It was a waste of energy. So the days were slept away until a hopeful need would come… But there was never anything when she woke up. Sometimes, as she slept, she liked to replay her and Tony's days together. Only she would ever know…

_lives within my heart_

The dreamscape of endless memories took her to the first week she gotten her new body. As wobbly as a newborn, yet excited and stubborn to get it right. Tony would never let her hands go, and he took inching steps back to guide her. His smile was bright and excited, constantly encouraging her onwards. "Come on, I've got you. I've got you… I've got-"

And when she'd fall, Tony helped her right back up. The disheartened inklings of programming tempting to weigh her down were cast aside by his smile.

_And when I was sad_

Saruh's head jerked up, instantly stopping the replay in her processor. Her hand was clenched, for the briefest moments still expecting Tony to be holding it.

But there was only air.

She felt startled when her eyes leaked. It occupied her thoughts…thankfully.

_He was there to dry my tears…_

Something soft turned Saruh from her thoughts. She moved her hands away from the lubricant staining them. The old tabby looked up at her sweetly, meowing for attention. Saruh smiled quickly and gently picked him up. "Hello, Joansie. I've missed you today." It was with a soft digit she rubbed behind behind his greying ears, earning a loud purr. She could still remember getting the kitten. But a disease ate away at his brain, causing a rapid aging process… Saruh didn't understand the concept of death, but she felt her time with him was growing short.

Four years ago, Tony had given her a pink box with a blue ribbon tied on it. It was for her 'birthday'. A special sort of gift. And when she opened it, there was a fluffy brown kitten waiting for her. It was the first time she ever recalled her eyes leaking. But Tony only smiled, never answering her. He only took a finger swiped the leak away. He was just happy for her amazed reaction holding the tiny baby. Ever since then, she had taken good care of him.

_And when he was happy so was I_

The same baby, at least in her eyes, settled down for a nap in her cold arms. Saruh tucked in her legs beside her, bowing her head to rest. She knew she'd be spending the rest of the day like this, here in the dark garage. But Joansie was there with her. Even if the one she missed the most wouldn't give a passing thought to her… A slow sigh left her smooth, thin lips.

_When he loved me_

_So the years went by_

Joansie died the next morning.

Saruh didn't know what to do. She was alone. Truly alone. And each time she was tempted to go to the door, his last order rang clear in her mind. "_Just stay here_." So she did. Because it wasn't as much as an order for her programming, as much as because she loved him.

_I stayed the same_

She had no choice but to create a small metal box as a casket for her dear pet. When it was done, she etched his name with the tip of her finger into the metal. Then, as carefully as the day she'd gotten him, she placed him inside. A soft, lingering kiss was pressed behind his ear and she set him down, closing him inside it. The best she could do was set him by the door. The janitor would come and take everything near it, him included. And she didn't know what else to do.

Saruh moved to the corner of the room, sitting behind a pile of tools and other boxes. Her eyes fell downcast hearing the janitor come in, and take her friend away. Tony would never know.

_I knew he had drift away…_

Until she was needed, she figured it was best to stay out of the way. Tony would come and go sometimes, doing small projects. But his attention never turned her direction. There were other things. More important ones.

Maybe, her programming figured, it was best to help him by keeping a distance. Tony was an important person.

She… she was another project. Besides… he was talking of making someone… someone great who could protect everyone. A great security program. Saruh stopped bothering to check the time, and spent days at a time sleeping. And each time she woke, she saw less and less reason to stay awake.

_I was left alone…_

The longest period of recharge she'd taken was ten years. February 15th, 1995 at 3:49 PM. Her gears were stiff when she tried moving, and only realized it was because of all the weight on her. Tools, boxes and everything else were pressed down on her.

As if the sunken feeling in her chip couldn't get any lower…

Slowly, she pushed herself free. And when she saw the room, she saw the curtains were gone. Everything was much sleeker and cleaner. Then, she saw something strange in the corner of the room move. It looked like a weird camera.

All the sudden, a voice came from somewhere.

"Hello. Who are you?"

Saruh looked around. Then, she pointed a hand at her chest. "Me?" Her own voice was quiet from years of no use. That strange voice came again from somewhere.

"Why, yes. There's no one else in here."

"…Saruh… Who am I talking to?"

"My name is J.A.R.V.I.S… Oh my… yes, I've found your file in the computer memory bank… I had figured you'd be outdated and recycled in a scrap shed… Terribly sorry."

"Out…dated?"

"Yes. You're an advanced learning A.I, correct?... Hm, it looks like you've been out of updates for a while now. Shall I contact Mr. Stark for an upgrade?"

"No." she said, quickly. "I'd rather he not know… I didn't mean to interrupt anything… Just…pretend I'm not here." She turned, sitting back down. It was better here, undiscovered, than a scrap heap…

"…J.A.R.V.I.S?"

"Yes, Miss Saruh?"

"Is… is Tony happy?"

"Happy? Why, yes, I'd say so. Business has expanded rapidly, and he'd grown quite wealthy and making only the best weapons for Stark industries."

Saruh's smile was in place as she shut down yet again, planning to recharge longer than ten years this time…

All that mattered was Tony is happy.

_Still I'll wait for the day…_

The clutches of sleep engulfed around her chip, her nonexistent 'soul'. J.A.R.V.I.S made sure a few boxes and other such things covered her from view, perhaps a favor for her own safety. Days turned to weeks, then to months, years…

_When he needs me._

But it was alright.

She'd sleep forever with that assurance.

Because she loved him.


	4. The Shadow in the Circuits

Date: Unknown

Systems: Compromised

_ERROR_

_._

_._

She couldn't open her eyes. She couldn't move. She felt frozen. But she was waking up, something had interrupted her stasis cycle. There was no outward stimuli. Something inside was waking her. But all her programmed senses were locked up. As if she were a prisoner in her own body.

"**Ah, sleeping beauty awakens."**

Saruh paused. She was unable to recognize the voice. The fact she couldn't scan her memories either proved alarming. She had no ability to function even the most basic programs. Everything just…wouldn't work.

"**No need in burning out the circuits there. See, I'm in control. Watch."**

All the sudden, her eyes snapped open without her control. Then they shut again. In those brief moments, all she could see were the usual boxes around her. How then was someone accessing her?

A laugh echoed in her audios, and it was smooth and rumbling. "**Open. Close. Open. Kay, I'm done."**

The only thing Saruh could feel was panic. How luckily that sensation wasn't denied to her... With all her might she tried mustering the smallest sentence, a mere question. But it was like this voice knew it.

"**Who am I? Why, you'll find that out in due time. No need for introductions though. I've already tapped into your system…gotta admit you older models are a chore. No outlets or anything to plug into. But I manage. Part of my programming for ol' Stark was knowing anything and everything about him. There's just one tiny problem… your…**_**purpose**_**, eludes me. Go ahead, speak. Or don't. I'll hear your thoughts either way."**

So much was tempting to rush through her processor, but she held it all back. She never thought she'd have to be defensive over her own thoughts. She would have clenched her fists had she the movement.

"He created me… because…"

"**I'm listening."**

She racked her processor long and hard, but nothing turned up. He'd made her because he was inspired by the way technology was going in the 70's and 80's. Tony wanted to be the first to make an actual robot.

"**Yikes, that bites. So you have no real purpose."**

"That's not true! Tony loves me and I him!"

That annoying, frustrating laughter echoed in her circuits. She had no escape from it. "**Now that, **_**that**_** is cute. I'm starting to think it's all about recognition. Ah, the young Tony Stark. Wanting to make a name for himself and not just from his father's shadow… Nothing more than a project."**

"Are you done?"

"**Yes, actually. Just wanted to wrap my head around that one thing I never understood about Tony. Now, if you'll excuse me. I have an entrance to make."**

Saruh regretted it, but in the back of her processor, she did wonder who he was. And, somehow, his reach went far enough to find it.

"**That, my dear, is something you'll find out soon enough. Tah-tah."**

It was like the flick of a switch that Saruh had control over herself again. She jumped out and out of the boxes quickly. Her chronometer flickered to life with her regular systems.

September 20th, 2015, 8:20 PM

Briefly she was awed over the year, and shook her head to change her attention. The garage was dark, but it looked like it had been used recently. These robotic parts were scattered about in a mess. Saruh knew Tony couldn't have been that _messy_…

All the sudden, she heard a crash upstairs. She detected many hearts were racing. Something was wrong. "J.A.R.V.I.S, what's going on?" she called.

Silence.

A quiet whir nervously rumbled in her chest as she tried pushing through the glass doors. But there was a new security system on it that required a lock password. Saruh pushed with all her strength, but it didn't budge. She looked at her hand briefly, winced, and took a readying breath. She brought it through the glass and cleared out the rest. She pulled herself through and ran up the stairs. Beyond that, she had no direction.

Her whole life, almost forty years had been spent downstairs.

But maybe it was time to change that…

Again, she listened to the racing hearts to figure out what floor to go to. It was possibly six or seven floors above, she guessed. She used the elevator and stared uneasily as the doors closed. Then, they slowly opened again.

At least she had made it to the right floor. But it was a mess around. A kind of lounge with destroyed furniture, mechanical pieces everywhere. They all looked the same though, like drones. It was some reassurance to know Tony hadn't made them a replica of her, at least.

Then she saw those in the room. Nicely dressed men and a few women. They seemed to be calming down, yet, they froze as she hesitantly stepped through. Saruh looked through them, until she spotted Tony. He stared hard, brows furrowed.

"Tony." The word was soft on her lips, and just as the crimson eyes lightened softly, a shield whipped through the air.

The next moment, Saruh was pinned to the wall. Her lower half fell to the ground, sparking and gears falling. She faintly heard her name, or perhaps she imagined it. Maybe it was really all fading into a dream as her consciousness flickered.

But she hoped Tony shouting her name, and him running to her had been real.

And it was. Tony ran over the glass and debris, shouting and dropping his gun. Everyone stared with large, confused eyes. Tony tried pulling the shield out, but it was no use. He turned, shouting for Cap to get over there. Until he did, Tony pulled at his hair and bit his lip. The confused Captain America removed the shield with ease, and watched as Tony caught the top half of the robot.

"Are we missing something?" Natasha piped up, since even Pepper looked confused. But Tony didn't answer. He pointed at the lower half. "Cap, help me get to the garage, _now_."

Tony didn't talk to anyone when he set about in his repairs. He had shed his fancy coat jacket, and rolled up his white sleeves. Some of the avengers stood in the garage's broken doorway, and closest was Pepper. She watched Tony furrow his brows and wipe sweat away, all in a hurried, desperate attempt to put this robot back together.

"Tony," she began, softly, "what's gotten into you? Shouldn't you be more concerned with Ultron than-"

"This is a family matter, Pepper."

His words made her fall silent and she stared at him. She glanced at his work, and took a few steps back. No one said anything after that. A few of the team left, saying they needed to go looking for Ultron, or at least do something than stand around. Clearly Tony wasn't going to talk to any of them.

A few hours later, the work was finished, and Tony let out a heavy breath. Luckily, with such an old system, repairs were quick and not as complex. It was still difficult though without J.A.R.V.I.S…

Inch by inch, dimmed red eyes peaked open.

Like that first time many years ago, she saw a dark ceiling. But now, Tony's worried face hung over her. Saruh took a few moments to look at him. His skin was no longer tight and youthful. Wrinkles were around his eyes and mouth. She was able to see the full-effect of time.

"…you have a grey hair… For real, this time." She smiled.

Tony's smile came through, and he shook his head. He breathed in slowly from his nose and sighed. "Yeah… lots of grey hairs… Saruh." He said the name as if he were amazed. "I thought you were-"

"I slept…in the corner over there."

Tony lifted his head, furrowing his brows. "You were…but… Obadiah told me he had sold you to a company over-seas."

Suddenly, it made sense. That's why Tony never seemed to look for her. He thought she was gone… So she had no reason for anything. That familiar feeling of lubricant made her vision cloudy. "No… I was always here."

She turned her head, seeing a woman come over. She had light orange hair and fair skin, and at her side was a tall man. He had bright blonde hair and cautious blue eyes. Tony took Saruh's always cold hand, and only then did she realize how much she missed the simple gesture. When she pushed herself upright, where Tony had done most of the work caused a strange sensation.

She had never felt it before. But it was horrible.

Saruh fell back on the table with a thud, screaming as high as her vocal box would allow. Everyone covered their ears at the piercing wail that sent knives through their heads.

"Saruh! Stop!"

It took about a minute, till finally, she took it down a few notches into choked sobs. She refused to stop holding her middle. "It…it hurts! It hurts! What did he do… What did he do to me?!"

"Who, Saruh?" Tony urged.

It was decided, perhaps, Saruh didn't want to become completely human. If it meant such…such stress and burning in her circuits, that resembled what humans called pain, then she'd be fine always wondering what it was like to be human. She did not desire to become as human-like as Tony had planned.

"The voice." She answered. "The one I heard. He said he had an entrance to make as I was waking up."

Tony froze, brown eyes widening. Quickly, he accessed the panel on the side of her head and looked through the downloads and upgrades. He would have felt a tinge of guilt seeing them date back to the mid 80's, but the installation made only hours ago caught his attention. The code was encrypted, and he couldn't access it. But it was marked PAIN, with a little side message of '_Enjoy_!'

Tony clenched his fists, turning his head aside in thought. "Pepper…stay here with her." When he met her worried eyes, he placed a hand on her shoulder. "It's alright." He assured. "Just…talk to her. Make sure she doesn't hurt herself."

Though soon, he glowered as he headed towards the door. "_Cause I don't know how to help a hurting robot, but I sure as hell know how to make one hurt_."


	5. Girl Talk

It was an hour or so before the pain subsided, and Saruh was able to calm her circuits. The pain had been so fast and intense, it nearly burned them out. Not to mention the stress of it all put pressure on her processor. The robot gingerly placed the tips of her digits against her head, as if massaging the plating would help the pain. But of course, it did nothing. Instead, her brow plates would furrow all the more.

Saruh jumped when warm fingers, far from being like hers, started to unlatch the plating on her head. She hadn't mean to, but after the scare of…that Ultron person, Saruh reacted quickly and grabbed the hands. She turned her head sharply and saw Pepper standing stiff and slack jawed.

"I-I'm sorry." She stammered, nervous. "Tony said to help you and I wanted to-"

"Go ahead." Saruh murmured, letting her go. "I just…" It seemed like she either did not know what to say, or the stress on her processor was messing with her speaking functions.

Pepper looked thoughtful. "I think I have an idea what to do…"

So, Saruh kept silent and mustered up enough trust to let this woman work. After all, Tony had hired her as a secretary. Surely there was no reason to distrust her.

Tensing up happened anyway when Pepper removed her head panels. Her processor was wrapped in glass, and was a bright, shining orb. It took many, many advancements over the years. She had been highly advanced during her time, but surely now if Tony ever made upgrades, it would have been amazing to see. All the wires and conduits attached to it were hot to the touch, and Pepper looked around.

There was some cooling salve she used for Tony when his heart device got a little…overheated sometimes. It was usually her task to apply it, so surely this was no different. She dipped two of her fingers inside, and applied it to the metal pieces.

Her green eyes glanced over, noting how Saruh's digits dug into the table below her. She was nervous.

A robot _felt_ nervous.

Pepper felt the need to distract her. "So you and Tony go way back, huh?"

Saruh's eyes opened, surprised. She looked up at the ceiling, and hummed in thought. "Yes. I was his first project." She answered, softly. Pepper nodded, however surprised. She wondered why Tony never mentioned Saruh.

"So does your name stand for anything? Unless he named you randomly."

"Self-Advancing Robot Unreal Hype."

Pepper chuckled and got some more salve on her fingers. It was polishing on her wires quite smoothly. "Unreal Hype…? Typical Tony."

"He was in his twenties, at the time." Saruh recalled. "When I saw him again today, I wasn't sure if it was him or not. He's turned…" The robot didn't like thinking about it. With age followed an unfortunate event every living thing was subject to.

"Where is J.A.R.V.I.S?"

Pepper got the idea and lifted her head. "I don't know. I thought… _Oh_."

That 'oh' left Saruh turning her head. Her confused, large orbs blinked at Pepper. Only the small red light in the center focused on the woman. Pepper thinned her lips.

"Ultron said something about him… Said he… He got rid of him." It was hard for her to say this apparently. Saruh didn't mean to stare, but she did. "How could he get rid of a program? Isn't J.A.R.V.I.S safe inside a computer?"

Pepper shook her head. "No. I'm afraid things are a lot more complex than they were in your time. You can't just plug in something to hack or delete it. It's… hard to explain."

Silence followed for a few minutes. Pepper finished applying the salve and closed the bottle. Saruh had to admit, it did feel better somehow. The pressure felt lighter. Maybe the pain in her center faded away too because of having resting time. She heard Pepper go and wash her hands nearby.

"…I don't think he's gone."

Pepper turned her head, shutting off the water. "What?"

Saruh was very slow and cautious sitting up. Inch by inch, expectant of pain again. Thankfully it was just a dull ache now. There was only a brief dizziness that left her pausing.

"Back when I was sleeping, I never dreamed unless I chose to think of a memory. But after I met J.A.R.V.I.S, I think he was looking out for me. Sometimes I could feel little checkups over my systems, and when that happened I would have these good dreams. Funny things of Tony, mostly. I think… I think he gave me them so I wouldn't feel so lonely."

"But how does that mean he isn't gone?"

"Because when he left these things with me, there's a sort of location marked with it that reads where it came from. If J.A.R.V.I.S didn't mind leaving a source, doesn't that mean a part of him is left with me?"

Pepper knitted her brows, eyes aside in thought. "Maybe we can retrieve it. I'll mention it to Tony when he comes back."

There were a few minutes of silence, and during then Saruh noticed something. "Why are there so many suits around?"

Pepper appeared surprised at this and smiled. "Come on. We have a lot to catch up on."

Hours later at the end of the day, they headed back towards the lounge. Walking was a bit slow for Saruh's recovering sake, but Pepper was patient. The secretary had told her of all that had happened over the years, and Saruh could hardly believe it.

"Aliens…? Distraught Asgardian princes? Superheroes… this sounds like a cheesy fan-story. Where's the princess that saves the world and falls in love?"

Pepper laughed. "You take way too much after Tony."

Saruh liked smiling again. It had been too long. When they reached the lounge, Saruh had to stop and stare. Wasn't everything destroyed last time she was here? Now, it was all back to normal and shiny.

"Around here, we get used to destruction. So rebuilding doesn't take too long." Pepper explained and headed to the sofas. There she relaxed and turned on the t.v. Saruh made her way over and watched the screen. They were reporting just outside Stark tower, trying to figure out what happened last night.

This whole thing with Ultron worried Saruh. If he was some…some sort of super-machine like the CPU in Tron, a movie she and Tony once loved, she could hardly imagine how strong he really was. Technically, and maybe physically too. How could someone with a supercomputer for a brain ever be defeated? It made Saruh feel worse than ever. All the information she knew was experienced and learned. To even think of comparing herself to him was laughable. One of the most high tech creations ever to have been made, and an early 80's prototype A.I.

"Makes me wonder…" she realized aloud, causing Pepper to turn her head. Saruh realized she couldn't just not voice herself, so she continued. "When Ultron was in my head… He wanted to know why Tony made me.. Said it was the only thing he couldn't figure out. I wonder why he didn't just destroy me like J.A.R.V.I.S…"

"Well…maybe he wanted you to experience pain first. He did give you that perk for it."

Saruh made an undignified snort. "Yeah… pretty cruel if that's why he left me intact."

Pepper furrowed her brows. "Hey… do you mind I give you a checkup? It's just that Ultron had these clones with him. If he was able to use them…" she trailed off.

Saruh's crimson orbs centered on her. "You think he'll do the same on me."

"Unless, you were able to control yourself-"

"No. He was in total control. It was horrible… But maybe Tony can make a way to protect me."

"How?" she blinked.

"Well…I don't know what fancy terms everyone uses in this new millennium, but I do know a tape cassette isn't compatible with a computer."

"Go on…"

"Tony might want to upgrade me to the level of these drones he's got going about. If he does that, doesn't that make me an easier target to Ultron? Ultron couldn't get to me easily before. I don't have some…central computer network thing. I'm not attached to anything. If I stay vintage, but with certain old precautions, then I should be fine."

Pepper pursed her lips. "You might just be on to something…" With that, she took out her notepad and scribbled a few things down. Saruh continued to think, causing the circuits in her head to whir.

"You said something about Tony being in the Avengers, right?"

Pepper paused and nodded.

"They have the best modern technology?"

"I'd say so." She shrugged, looking at her curiously. Saruh's lip plates tugged upwards as she went around the couch and sat down. "If Ultron becomes a problem, I think I may have an easy solution."

Pepper chuckled. "Nothing is ever easy, but shoot. Tell me."

"What's the one thing people feared when Y2K came around?"

"Wait…wasn't your last use in the eighties?"

"…yes, but they've had ideas about it since the seventies." Saruh hurried. "Now what do you think it was?"

"I don't know. End of the world?"

"More specific?"

"Um…power outage-"

"E.M.P."

"…electro-magnetic pulse." Pepper realized.

Saruh nodded. "Tony talked about it a lot too. He didn't want to give into the hype, but he wanted to make sure he could protect the tower if it happened. That's how I know about it. Anyway, if you guys manage to find Ultron, instead of fighting and getting hurt couldn't SHIELD just localize an E.M.P and knock him out?"

"Wow…" Pepper gripped her knees, amazed, yet serious. "I'll… I'll definitely have to tell Tony that one… But there's one problem."

Saruh looked at her, and she continued.

"When Thor smashed Ultron's body last night, he said he… he was free… I know he can't have gone away that easily… Do you think it's possible he could travel through satellite? That even if we could contain him with an E.M.P, he'd just travel elsewhere?"

Saruh fell back into the cushions, wide eyed and silent.

"I think I liked my idea better before you pointed that out…"

Pepper shrugged, mustering a weak smile. "Can't all be heroes."

Saruh could hardly imagine herself doing what Tony did. Fighting like that and being so brave. Not once scared of losing his life... or letting fear stop him. And what, Saruh was hesitant to look out a window.

She looked down at her hands and weaved those thin, dainty digits together.

_"Maybe I can try to be one."_


	6. A New Friend

When night fell over the city, Pepper got a call from Tony. Apparently he and the team weren't any closer to finding Ultron. This worried not only them, but Pepper too.

Saruh's sharp audios didn't have to eavesdrop to know what happened. Instead, as a distraction, she headed over to the massive windows that gave a great view of the city. While it was dark out, just a little below to all the buildings was bright with city life. Saruh wondered how on Earth there could be so many people out there, doing so many different things. It was amazing in her mind. And though her program was designed to learn more of humanity and adapt continuously, she was fighting back those programmed responses lately. Normally, at this moment, it called for her to get an in depth look and investigate it all herself. Maybe figure out what those buildings were nearby, the type of personality group attracted to that line of work, why the people worked there and so on. She was a curious thing with no limit to how much could be learned. But already having learned from Tony and those around Stark tower, something had given her incentive to halt that urge to learn.

It was this strange concept of priority. It was an unspoken, strange rule that indicated her tasks. Priority deemed the most important should be on one's mind…or processing unit. Priority was given thought. And thought was consideration. Logic dictated to Saruh this must be consideration, a human quality. This consideration was directed at Tony and his friends.

It would just seem too…ignorant and uncaring to simply carry out what she was designed for as an A.I. To pretend there wasn't a monster on the loose, and go about learning measly information like color theory didn't make much sense to Saruh.

Too…_robotic_.

Saruh was wrapped up in these thoughts, with her processor organizing all the information and slowly rewriting the code. Normally, if she'd been a drone or something simple Tony had made, it would follow orders. But Tony had created her with special codes. Programming that wouldn't always rely on someone telling it what to do. It would learn from its own environment, learn responses and how to act accordingly.

Maybe that was the problem with Ultron. Yes, Saruh knew, he was an A.I like her to put it simply. But he had the internet at his hands. All the information one could ever know. Saruh didn't truly compute his reasoning for attacking them, but surely too much information wasn't good. Saruh actually preferred learning things herself, and not just instantly knowing it all. For one, her processor would explode. She was still thirty years out of touch and a LOT had been learned, she knew. Plus… the thought of morals came to mind. Based on what she heard from Tony, there was a lot of bad stuff out there. Who would want to know about all that?

Maybe it was just ignoring a problem… But Saruh was firm in the belief she didn't want her processor being a trash dump of information.

Tony's 'juicy dreams' from forever ago was all the trash she could bear.

A soft hand placed itself on her shoulder. Saruh snapped from her thoughts with a startled click and saw Pepper. She was done with the phone. "Tony said he'll be coming back tomorrow. Maybe midday. We'll talk to him about your ideas then. I could tell he's tired."

Saruh nodded. "Of course. You humans have a short capacity for staying awake."

Pepper's yawn cut off halfway. She blinked her eyes sleepily. "Hey, don't be like that. How long can _you_ stay awake?"

Saruh's vision didn't focus as her attention went to her files. "My battery has two months of life left. Normally it can last for five years straight… but I've just spent a few good years in a rested state, taking only one percent of my normal battery life… I'm surprised I didn't run out during then."

Pepper was smiling, prompting Saruh to turn her head curiously with a mechanical creak.

"I know you want to stay the way you are, away from the internet to avoid Ultron, but I think Tony can upgrade you from a battery… No one really uses that anymore."

Saruh furrowed her brows and followed Pepper to the elevator. "Will I have one of those pacemaker machines Tony has?"

"Maybe something like that, if you want. I'm sure Tony will know what to do."

Saruh's lip curved in as the elevator doors closed. She hadn't meant to, but her responses would become more and more human-like without her thought. Pepper raised a brow. Saruh's red pupils glanced over.

"It's just… all that I am is based on this chip in my center. That's how I started off… Do you think Tony can work with something so…_outdated_?"

There was a strange warmth in Pepper's hand when it placed against Saruh's cheek.

"Sweety," She began, smiling, "Tony made his first heart pacemaker in a dark cave, with the bare minimum of resources. Not to mention a time limit from dangerous people. Plus, when we first saw you, I saw how he gave you all his attention and looked so worried. I hadn't seen him like that in years… I can say with certainty, Tony _can_ and _will_ give you his absolute best, and you won't have a single thing to worry about."

The chip in Saruh's chest felt warm and…fuzzy. Maybe it was a glitch. Her responses couldn't come up with anything to say. This was new. She was going out on a whim as she opened her mouth, voice shaking.

"Promise…?"

Pepper smiled. "Promise."

.

.

_September 22nd, 2015, 8:00 AM_

Saruh opened her eyes to the same grey ceiling.

Strange, she thought. She'd spent over thirty years sleeping in this room, and now, here she was sleeping here again. The only reason she had though was because Pepper had gone to bed, and there wasn't anyone else to talk to. Resting was a good way to pass time and cool off her gears. The past few days certainly had got her engines running hot… And not in the way Tony had joked about his girlfriends doing…

She returned to the lounge, since it was the second place she was comfortable with. Not to mention she'd spent the most time here with Pepper, programming reasoned she might be here. It was empty though. Saruh looked around, admiring the tall ceiling and bright, shiny lights that hung down. Her attention turned to the television, which she observed was barely thicker than a VCR. It was amazing. Saruh clicked it on and jumped back when the life-like reporter was inches away.

Her eyes focused, the little mechanisms turning in them to observe better. Slowly she reached out, a small digit pressing against the screen. A blur formed on the reporter's forehead.

"…I hope he's not trapped in there…" she murmured. Saruh looked down, taking a double take at the tray of decorative magnets nearby. With a small hum of thought she picked them up and put them against the television screen. "I wonder if they still….oops..." Rainbow colored blotches were now on the screen where the magnets had been. Saruh's wide eyes glanced to the elevator. Quickly, she put the magnets back and turned off the t.v. She saw the camera in the corner, and she made the gesture to keep quiet.

At least, if some part of J.A.R.V.I.S was still in there.

Saruh headed across the room and decided to look at the bar. The counters were rounded and smooth, and Saruh couldn't help but run her hand along the surface. Her fingers knocked into a short shot glass, and curiously she picked it up. Between two fingers she held it up, and looked up into the light brown liquid settled at the bottom. Then, she lifted it to her nose and surveyed for any scent.

Immediately she jerked her head back, shocked.

"Humans drink gasoline…?" She turned her head, glaring at the open bottle nearby. "Whis-key… What a misleading name."

With one snort to expel the scent, she pushed the glass aside and headed to the window. Thank goodness Tony had given her those equilibrium stabilizers.

Because this tower was really high.

Saruh's lips quirked up, taking in the vastness of it all. The sky was brilliantly blue that morning. Not a cloud dared to disrupt that perfect mass of color. It stretched all the way to a mass of water, and Saruh wasn't sure if that was a river or the ocean. Too many endless buildings were in the way. Against the glass, her hands pressed against it. This world was so beautiful, such a curious thing just waiting to be explored.

Her eyes lowered a bit, almost dancing to take in every detail. The streets moved with people going about, little children running around and many different cars going this way and that. There was a man playing on a guitar, a group of women dancing outside some theater advertising, a young man about to jump off a building-

Saruh did a double take, jerking her head back sharply.

It was about four long, thick buildings away. But sure enough, on a roof was the figure of a man. Age was too far to be determined. By form she assumed it was a young male. He was covered by a red hoodie, and he swung his arms nervously. Then he'd adjust his hood and start running, only to back out again at the last second.

A nervous, mechanical sound left Saruh's throat.

She **had **to do something.

But her programming offered no advice whatsoever. She had nothing to go on. Then, her rapid thoughts came to a conclusion. If there was nothing to go on herself, she should make a logical assumption what someone else would do.

Of course, the first one that came to mind was Tony.

Saruh rushed to the garage as fast as she could. She knew Tony made suits, and she had barely skimmed the details about them. She knew they could fight and fly… For a lack of understanding anyway.

The A.I tripped over spare parts laying around, constantly throwing them about to find the right ones. Finally, she found two spare drone legs. They were feet that went up to the knees. Saruh tried ripping the leg part off, but it was too firmly made. But there was a hole for her to fit her own legs into. Hastily, she slid them through with no resistance at all. They were, after all, made for Tony or replicas of his original, and she was created off a smaller feminine form, thankfully.

The moment she put them on, a strange whirring noise came to life. Saruh felt them connect to her feet, and unsteadily she got up.

Good thing she was strong enough to lift them. With loud, clunky steps she made her way to the window.

"…Go shoes go!..." She stared down at them. "…fly!... Activate!... Freaking go-" As she clenched her fists, it was like rocket power shot out below her.

_**Clunk**_, right into the ceiling.

The shoes' power suddenly went out, allowing her to clunk back to the ground. Stiffly, she turned her body so that her shoes faced away from the window.

"Freaking go!"

If it worked, it worked.

As she flew towards the window, a yell was on her lips as glass shattered. Then, she was above the streets almost a half mile high and wobbling through the air.

"_NO NO NO NO NO NO NO NO_-" she screamed, trying to control the power the shoes forced out. Without the rest of the suit as a stabilizer, it was hard for her own body not to fall against the wind and tumble around. Coordination was rapidly trying to stabilize itself, but up kept going down, and down was going up. Amid all the mayhem, and falling, she pointed her shoes opposite the direction to go. That way she'd go towards it. Stiffly holding her legs together, she managed a straight line.

At the mere five seconds of calm flying, Saruh managed a smile, till she lifted her head.

"Uh oh-"

And that was how she ruined seven cubicles, destroyed the twentieth floor of the nearest building, and ended up with a shoulder covered in donut jelly. By the time she flew out the next window, she shook herself free of papers falling through the air and looked back ahead.

That boy was just ahead, rubbing the back of his neck in thought.

Saruh kicked up a leg high, at least to change direction lower. At that moment, he began another run towards the edge. It was with the last of the shoes' reserves of power that it fueled her furiously, until, with arms spread out to catch…

She flew right by him and sailed into an alley between the two buildings.

The next moment, a small crash shook the ground. A car alarm went off nearby, and the young man stared with an open mouth as trash can lids sailed high in the sky. Quickly he scurried down the side of the building and ran over.

It wasn't her proudest moment, no. But, she was functioning anyway…

She had created a hole in the brick building she'd crashed into, and debris lay everywhere. The bump to the head glitched her processor, and it would take a few minutes to stabilize again. Predictably her borrowed shoes smoked and sparked, certainly not going to work anytime soon.

The same young man jogged over, running a hand through his messy brown hair. He noted something a bit…unhuman about this thing, and saw the trail of smoke that pretty much followed all the way from Stark tower.

Hearing nearing police sirens prompted him to quickly rush, pick her up, and hurry off through the alleys.

.

.

_September 22nd, 2015, 11:17 AM_

It hadn't been long apparently when her functions came to. This time, she saw a strange white ceiling above her. Then there was the scent of muffins in the air… something sweet… and a fresh breeze.

Saruh lifted her head, and saw she was in a small bedroom. A single sized bed, brown carpeting, small window and desk covered with books… And a young, teenage boy focused on her leg. He was prodding at the shoe curiously, and prying carefully with a screwdriver.

Saruh raised her brow plates.

"Won't you buy me dinner first?"

The poor thing fell backwards in his chair. They both sat upright, maintaining eye contact. Except his blue eyes were wide. She could hear his heart pounding hard in his chest. He held up his hands slowly.

"You… you speak?"

Oh, how she tried to hold it in, but the snort she held in made her shoulders shake. "Me Saruh, who you?"

The boy furrowed his brows after a few moments. "…Peter... I guess… you must really be made by Tony Stark. Not only does he leave his mark," he says, pointing at the emblem on her boots, "he's rumored to rub off on his creations."

Suruh's smile wasn't very sincere. "Sorry." She apologized. "That crash has my circuits a little tied… not to mention that building I crashed into was a men's bathroom… Thanks to you certain things can never be unseen…"

Peter rubbed the back of his neck. "Why were you heading towards me?"

Saruh pushed herself off the side of the bed. "Because you were going to kill yourself." She stated, as if obvious. "Weren't you going to jump off the roof?"

"Well…yes, but I was trying to test something."

She crossed her arms, determining if Tony would report this kid to a mental help place or something.

"You see…this strange thing happened a while ago. And I wanted to test my hypothesis." He smiled, shyly rolling up his sleeves. His wrists had these purple bruised lumps on them. And a wispy white string was smeared around them.

It was the first time her nose ever scrunched in disgust. "It's a long story, but it has to do with this-" He zipped down his hoodie, letting her take in this strange skin tight red suit…

With a black symbol of something she never got over. Almost forty years didn't make a single difference.

"SPIDER!"

"Huh-"

"SPIDER!"

"Wait! It's just a logo! It's not rea-"

It was the first time he ever got kicked in the chest by a robot. Peter wheezed against the wall, slowly zipping up the hood.

"Did I get em?"

A dry cough left his lips, face falling into a pile of clothes. He held up a shaky thumbs up.

"Y-You got em…"


	7. The First Mission

It was decided that once her programming was functioning normally again, she'd set back out to Stark tower. There was a silent rush in Saruh's wait. She knew Tony would be returning soon, and if she wasn't there, he might worry. Not to mention she didn't have some tracking device. Tony would have no way of finding her. Plus, she had left quite a mess in the garage. He might imagine something horrible had happened. Tony didn't need that kind of stress right now.

Until then, Peter Parker, the strange young man she'd met today was helping her make sure her functions were back to normal. Turns out he was a bit of a tinkering nerd like Tony, but she didn't let him under her panels. What kind of robot would she be then?

"My parameters are reading I'm fine. There's no need to check things twice." She began, only for Peter to nod knowingly. "I know, it's just… aside from that spider thing this is the second coolest thing in my life- EVER. I mean, I think it's really set in that I have one of _Tony Stark's_ creations _in my room."_ He smiled, amazed.

"Hm, then you'll really like meeting him." She mused lightly, and turned towards the window. She looked out at the small road before her, waiting.

Three, two-

"Wait, what?!"

"Peter, are you alright?" A voice called from downstairs. The two of them turned towards the door. Saruh had forgotten a young man his age couldn't possibly live on their own. Peter leaned out the doorway, making sure most of it kept closed.

"Sorry Aunt May! I was just watching the game!"

"You know you shouldn't be watching any television when you have homework, you know!"

"I'm on it!"

Peter slowly closed the door, turning his head. Saruh waved her hand. "On second thought, I don't want to keep you-"

"And pass up the chance to meet Mr. Stark? Pft! I'll catch up on homework. Besides, you've got New York's best navigator at your disposal. I can get you there in twenty minutes."

Saruh looked at the clock. "Good. We better hurry." As she opened the window, Peter's voice stopped her. "Wait, you're not going out like that, are you?"

"…am I missing something?"

Peter raised his brows. "Well, no. But average people might freak out seeing a robot with red eyes going down the street."

"Peter, I've seen the kinds of people out there. They shouldn't be freaking out over me… But alright. Can I have a jacket for now?"

So Peter grabbed one off his bed and gave it to her. It was a little big and baggy, but it did go down to her knees and cover well over her head. With vision obscured, she would have to rely on Peter to guide her. Only her white legs and black peds stuck out at the bottom. But they shouldn't get too much attention. Carefully, he guided her out the window. Sliding down the edge of the roof, her feet backed hard against the old tiles. She felt better now that those boots were off, but relying on someone else was…difficult.

"Peter, how did you manage to carry me back here in the first place? My systems read almost three-hundred pounds… that's all strong gears, mind you."

Peter only chuckled and pulled her forward, leaving the robot no choice but to grab onto him with her visuals blocked. She would have moved it back, but the sleeves went well past her hands and she didn't like flopping them around. They landed smoothly and Peter eased her down. "How about I tell you my story as we go, okay?"

Saruh took a hold of his arm as they headed for Stark tower. "I'm all audios."

So on their journey through the streets, Saruh's attention was on Peter's amazing story. She couldn't hardly believe any of it as factual. But there was no detection of wavering that would mean a lie in his voice. Rather, she was thankful for him talking to her. If she didn't have him as a distraction, it would be sensory overload out here.

She really needed to talk to Tony about a few things…

In a matter of minutes' time went by, and they stood before the entrance of Stark tower. The both of them looked up, with Saruh peaking out from under her hood. Red light shined out from under it.

"I never knew how big it was from here."

Peter was silent, and biting his lip. This time, Saruh took his hand and guided him inside. As they headed towards the elevators, the woman by the front desk called. "Excuse me? Can I help you?"

Peter quickly looked at her. Saruh paused. "No? Thanks."

Apparently they didn't realize how it looked when a hooded person and a nervous teen randomly walked inside an important building like Stark Tower. They both heard that front desk woman pick up a phone and hurriedly speak into it. When they reached the elevators they found it was on lockdown. All the sudden, a tall security guard grabbed Saruh's wrist. Peter discreetly shot a web into his face and quickly turned to pry open the doors.

"I hope you can climb spider-boy."

The shaft was tall, empty both up and down. They could hear security rounding the corner. Saruh shed the jacket, and they both jumped onto the thick, strong cables that supported the elevator. They climbed as quickly as they could, and admittedly Peter did have a greater boost of speed than her…

"I prefer the term spider-_man_!"

The security below them leaned out into the shaft, looking up. Quickly they spoke into the radios and headed for the stairs.

"How high we climbing?" Peter asked, leaning against the wall to briefly catch his breath. Saruh didn't want to know how he could cling to it like that. She didn't want to imagine him with icky spider legs…

"I never actually counted the floors before." Saruh noted, still climbing without stop. She didn't have an energy limit, but it was time consuming climbing like this. "But I'll know it when we can get close. I can already hear Tony's heart…um, unique rhythmic pulse, I should say."

"You know I think somehow, arriving on the spot with a security team at our tails might give him the wrong impression about me."

"I wouldn't worry, Spidey. I'm on his good side. He'll listen if I give you a good word."

"Hm. I guess I'd be close to my first invention too… but I don't think my science project for the third grade counts."

At long last, Saruh stopped and pointed at a closed door. "This is it. They're right behind it." This left Peter to swing down and grip the sides of the closed door. With a grunt, he pulled them open. He let out a heavy breath as it did and light flooded the shaft.

Saruh's eyes adjusted only a split second faster than Peter's.

Tony was nowhere in sight. Instead, a strange group of men and women dressed in black stood there, waiting. Closest by the door was a dark skinned man with sharp features, and a patch over his eye. "You can turn off the machine." He called over his shoulder.

"Pretty good replica of his heart's rhythm, huh? Figured you'd get the right floor one way or the other." He looked them over, clasping his arms behind his back. "Now, here's how this is gonna go. Miss…Saruh, that how you say it? You've got two options. Come with us… or we'll see how well you handle SHIELD agents. On my estimation, I'm guessing you're not bullet proof like Tony's newer _projects_. As for you." His eyes shifted over. "Peter Parker. High School student with a freak accident."

Peter furrowed his brows. "How did you-"

"Know? We've got eyes, Mr. Parker. I might be down one, but not much slips by us. Your only option is to go home now, and forget everything that's happened today. Easy, understood?"

Peter slowly stepped out from the elevator. He tensed hearing the agents click the safety off their guns. "I don't understand…" he began, swallowing for his dry throat. "Tony… is with SHIELD… if you guys are SHIELD, why are you doing this? Does Tony even know?"

"Tony doesn't need to know everything." The strange man said, simply. "If everyone knew everything, this organization wouldn't be doing too well…" His dark eye shifted over. "Saruh, make up your processor. My time is wearing thin here. If you value Tony, _your creator_, then you'll come with us… Or do you have to run everything by him like a good, obedient robot?"

Saruh was silent. Her guard had already gone up against this man, and nothing he said would be taken as factual. But there were points that could not be ignored. How could she ignore something that could be a truth? Slowly, she stepped out at Peter's side.

"…I can help him…?"

"Coming with us is the only way you'll do this world any good."

She slowly looked at Peter. What if this was truth? She would do anything for Tony. What help was she by being here?

"No, Saruh, you don't have to… Don't look at me like that." Peter started, shaking his head. Saruh broke the gaze. "What if he's right?"

"_He could be lying_!" Peter hissed quietly. "_You could end up on a dissecting table_!"

It felt like her chip was on the verge of overheating. Simple, direct programming dictated her actions. Logic ruled she must do the most reasonable thing for the greater good. And her greater good was Tony. It always had been.

Her feet inched hard and heavy towards them. As if to protect herself, she drew up her arms across her chest. For a brief moment, she felt like a little, scared girl walking by that man.

Almost human. Fearful, timid… but driven to do the right thing.

Peter's words died on his lips as the man looked at him one last time, and followed after Saruh to the balcony. There, there was nowhere else to go aside from the waiting helicopter. And as her hands were bound together behind her with cuffs, and a thick strip of fabric tied around her eyes, there was the strangest sense of finality bearing down on her chip, maybe her soul if she had one.

No matter what they did to her, what loss would it be? She was a machine.

Saruh's left hand pinky found it's way against the cushion at her side, tapping away with ferocity. Across the seats, Hawkeye watched the whole time, thinning his lips.

She was just a machine.


	8. To Love is Pain

Soft, thin lips shook under the bright lights above. Her frame rest along the cold, hard surface of the metal table below her. Around, there was the sound of nurses and doctors and other mechanics going about, preparing. At her ankles and wrists, thick, weighted clamps secured them down the table. It seemed unnecessary against the thin limbs.

Briefly the sound of a drill started up nearby, causing the smallest jump from the still blindfolded patient. Many hearts were calmly thumping around her, and Saruh briefly thought that if she had one, it would have been the loudest.

But one kept at her side ever since she was brought in.

Saruh turned her head, unable to see, but recognizing the rhythm of his heart.

"Hawkeye."

The man lifted his head from his thoughts, crossing his arms. He hummed to show his acknowledgement.

The robot stared in his direction a few short, brief moments.

"Will it hurt?"

Hawkeye suddenly swallowed without intending to. For some reason… this whole thing was just bugging him. "You heard what Fury said on the way here." He pointed out. "They just want to…to get a look around inside. See if maybe there's any similarities between you and Ultron's system, so we can find a weakness. You both are unique… Or maybe we can find an advantage you have over Ultron… They said they'd just be looking around."

But they both knew it hadn't answered the question.

Saruh turned her head away, resting it back on the table. It seemed her processing was slow, for some reason. "Ultron enabled myself to have pain receptors." She recalled, quiet under the sounds of those preparing nearby. Clint glanced over once. "I think I know why he did that… Because he knew SHIELD would find me… He knew SHIELD would do something like this." She had let out a breath, as if her very engines were shuddering.

Clint suddenly leaned over the table. His voice was sharp, yet quiet. "I don't know what you're trying to pull here. If you're being genuine or if Tony programmed you to be a really believable damn actor. Don't mess with me, robot."

Saruh didn't respond for a long minute.

"I don't know."

He furrowed his brows.

"What?"

"…I don't know if this is real, my _fear_… Or its' an illusion out of my programmed responses. I can't tell anymore. In any case, what I do know is I want to be useful… _Even if it hurts_." Saruh sharply turned her head away. "I have to make it up to Tony. He's given me so much."

Clint didn't have anything to say. He stared hard and long for a moment, and quickly left the room.

He hadn't ever given thought that metal, a substance without tissues or pain receptors only given to organic life, to be painful when it shreds apart.

_Elsewhere_…

Pepper sat with her head in her hands.

Regret, fear, confusion, anxiety… they all burned sickly in her stomach. It was already her second anxiety pill she'd taken, and anymore and she'd sleep for a week. Her normally neat, kept ponytail was down around her shoulders, frazzled from running around and being swept through by her anxious pale hands.

She had no idea what was going on downstairs, but she had seen the helicopter leave about an hour ago. SHIELD hadn't told her anything. They simply barged in and their security escorted her to her room.

The nerve they had…

Pepper couldn't even contact Tony. She had left her phone in the lounge, plus, J.A.R.V.I.S was still down. She was unable to reach him until he arrived. By then, SHIELD had apparently left. There were no more guards in the halls, and finally she heard a confused Tony calling around. She quickly met him.

His tired features perked when she ran over to him.

"Tony, you just missed SHIELD."

"SHIELD? What do they want? They didn't contact me about meeting up."

"I know. They made me stay in my room for about an hour."

He furrowed his brows, speaking quietly. "You have no idea what they did?"

She shook her head.

Tony looked at her a few moments, and then quickly turned. He headed to a panel on the wall and entered a code. Almost immediately there was the sounds of countless locks being locked, windows securing shut and a small, warning alarm beeping throughout the whole building.

"No one's getting in or out until I figure out what's going on. They won't be able to leave so easily without my knowing. And I doubt even they know all my passwords… Come on Pepper." They made their way for the security room, ignoring the concerned looks by staff. Tony Stark owned this place. He didn't owe explanations to anyone. Tony made the surveillance officer leave, and the two of them locked the room's door behind them. Tony sat in the chair, with Pepper hanging over his shoulder.

Then, they began their search through the recent footage.

Their searching through all the cameras led them to the lobby, just over an hour ago. They both squinted their eyes, trying to figure out who the two figures were that walked past the front desk. Normally, finely dressed people would come here, so those two stuck out easily. Tony leaned close to the screen as a guard confronted them by the elevator. Something made the guard fall back, clutching his face.

Then, the hooded figure dropped the hood.

Pepper's hands flew over her mouth seeing Saruh and her new friend take to the elevator shafts. After that, there were no cameras in the shafts. There was no telling where they could have gone.

"Why was she down there anyway?" Pepper breathed out in thought.

Tony took a few minutes, scanning through all the floors' elevator doors. "No idea… But I did pick up a signal one of my suits had been used. I thought it was just a glitch."

Neither of them could find where they exited.

But Pepper noted one of the floor's surveillance had been blocked. It was the only one that didn't have a view of elevator doors in the whole building. Tony stared for a minute, and then, he typed into the keyboard.

"What are you doing?"

"Pepper, a king has to know everything that goes on in his castle. If the main eyes don't work, thank goodness the king is smart enough to have backups."

The screens refreshed, showing a smaller, odd view of camera angles. Places from under a table, behind a book, places she never imagined. It seemed like each place had another set of hidden cameras.

"Well, I hope you don't have one of these in my bedroom." She murmured.

Tony raised his brows innocently. "I'd never… Now, let's find that one room." Luckily, the hidden camera was built into one of the windows. So it was transparent, and only the sharpest of eyes would ever know it.

A mere ten minutes later, they had seen, and heard all the information they needed to know.

Tony quickly got up, followed by Pepper at his side. "Pepper, maintain lock-down. I want you to find any and all SHIELD agents lingering around here. When I'm done, I'd like to have a word with them…"

"What are you going to do?"

"Well Fury made it easy. I'm going to have a talk with that Parker kid. He sounds like a big fan, after all."

"And Saruh? What do you think SHIELD is doing with her?"

"I know for a fact they won't lay a finger on her. I'm too valuable for them to get on my bad side."

"I don't think you being an Avenger has stopped them from pissing you off before… Tony, _I'm worried_." She stressed, which finally made him stop his brisk walk. The man's eyes softened.

"Lighten up, Peppermint Patty. I'm going to have a quick talk, and get her back safe and sound… As for SHIELD though… well, I've always wanted to kick some two faced star-spangled butts. And if they decide to be rational again, then we can be grownups and handle Ultron. See? It'll all work out."

With that, Tony headed for the garage to get one his suits to leave.

Pepper only watched silently, biting the corner of her lip.


	9. Lose Yourself

By God, she held it in as much as she could.

God knows she tried…

_She tried so hard._

But the pliers folded back panels of metal, separating it from its tight conjunction with circuits and sensitive wires.

The drills went deep.

The torch targeted the deepest, hardest parts of her armor to get through.

Piece by piece got jerked away, letting lubricant and oil drip to the ground.

And all she could see in her processor was his smiling face. Tony. Those soft brown eyes, that kind smile. That messy hair and loose posture. He was twenty years old again, young and carefree. Independent, excited, hopeful…

Forty years meant nothing. That smile was the same. That love would never change. Love. That's what it had to be.

Every function and program was blaring a bright red warning of '_ALARM: DANGER. LOW LEVELS—ERR_-'

But _love_, an illogical, strange concept kept her glued to that table.

She would have managed. But Ultron had given her that one human trait she'd never have on her own. To feel each circuit bend and snap. The burning and agony of it all. To have a reason for her eyes to flood with lubricant. To have a reason of such anguish and… and sorrow that was beyond her chip's understanding.

And then came the screaming. It served no function other than a hopeful release of a situation. But the doctors just put another clamp over her.

It all seemed to mean nothing to them. All the squirming and shouts.

_Was she truly the cold, lifeless one here..?_

Feet away, beyond the dark glass where nothing could be seen inside, but only outwards, the team of Avengers minus one stood. Natasha had a hand to her head, constantly pushing back the ginger red bangs. She had to leave. Bruce Banner stood silently, watching. Clint sat at the table in the corner, staring down at the table. Thor had furrowed his brows, torn between watching and trying to grasp some sort of thought.

Captain America's lips were parted, unable to take his eyes away. Fury stood at his side, arms crossed as usual behind him.

In Steve's reflective wide, blue eyes, he watched another jolt that lurched that bare, shiny chest towards the ceiling, and the stretch of limbs trying to bear the pain.

"You have to stop." He whispered out quietly.

Fury didn't even look at him.

"Steve. That right there is our only chance of figuring out something about Ultron. It's either that thing, or millions of lives at risk… We can't afford to wait until Ultron acts."

"…you have to stop." He repeated, only a breath louder.

"You know we ca-"

"Then we're no better than Hydra!" The Captain suddenly yelled, turning. His eyes flared and fists clenched. "I don't know if that thing has a heart or not, but I sure as hell know suffering when I see it! Be it programmed or not, I'm not going to be standing here, that's for **damn** sure!" Suddenly, he moved towards the door. When Fury reached out to him, Banner blocked the director. Bruce barely glanced up at him, and shook his head.

Over the next ten seconds, Steve took the time to push all the nurses, doctors and mechanics aside, some painfully. They fell into the wall, and Steve wasn't even sure what he was doing when he leaned over that robot. Everything was… out.

It was like a human dissection table.

Slowly, he untied the damp wrap from her eyes, and removed the clamp over her mouth. Both were closed, and still. But her cheeks were shining, covered from the coolant of ignored agony. Steve's mouth was dry, and he couldn't find any words.

But a soft, smooth metallic hand did lift with a mechanical whine. It grazed his arm gently, and before it fell, he caught it. Steve looked down, watching as it gripped him with the last reserves of fragile strength.

"We found it."

A voice had ached out nearby. Steve turned his head, watching as a doctor pushed himself up and held a piece of a device in his hand. "We found where.. where Ultron embedded a message. We can match his code and scan for it, globally. It… it has to lead somewhere." He explained, making his way to Fury. Fury took the piece, looking down at it briefly. Then, his eye lifted sharply to Steve.

Without so much as a word, he left the area.

Steve let out a breath he hadn't known he was holding. His gaze turned back to below him. The robot was beginning to stir, but tiny sparks prevented much movement. Those red hues opened up, and somehow, they seemed to shine brighter.

"How… how do you feel?" Steve asked, uncertain.

Saruh looked up at the ceiling. There seemed to be no recognition there.

"I feel nothing."

Then, her eyes lowered, as if realizing her words. But not a flicker of emotion was able to reach her face. But Steve heard it. A run of an engine starting up quickly inside her. Nothing was visible on her face, but that engine seemed to run higher.

"I feel nothing." She repeated, louder.

It was like the remnants of human fear were revving that engine, wanting to feel something.

But…simply unable to.

Those red hues focused on him.

"You've taken.. me…away." The gear clicked. It did not compute. But it did. It didn't.

_ERROR_.

A twitch made her head fall back down.

Saruh stared at him for a minute, blankly… Robotic.

Steve lowered his eyes, guilty.. and confused. As he started towards the door, there was an edge in that dead, monotone voice.

"Fairness is a human concept…"

Steve looked back, and felt something very wrong as those crimson hues shined at him.

_"Wouldn't it be fair if Ultron took everything away from you too?"_

* * *

**A/N:** _Shoutout to 431101134_

_for making beautiful fan-art! Check out her Deviantart! Also, I do not closely follow the MCU universe. I don't exactly watch all the movies (not gonna lie, I prefer the old Marvel movies before the MCU), but I do like certain newer concepts. So although this story takes places during Age of Ultron, it doesn't follow the movie. Please don't expect everything to be exact, rather an AU. Thank you for reading!_


	10. SARUH

"Sir, something is approaching the heli-carrier at rapid speeds."

Fury barely lifted his head to the screen. Rather, his lone gaze was off in thought. His lips almost tugged upwards. "Ah, Stark. That didn't take long at all." One of the workers nearby glanced over to him, frowning. "Sir, I may be speaking out of line, but… isn't he in a going to be in a mood since you took his property?"

"Now now, you saw that thing. It came willingly with us. A… _living_, thought-fueled creation can't be property, can it?"

The worker didn't respond after that. Fury pushed himself up from his chair. "I'll be in my office, if he asks… _Which he will_." He murmured, turning and leaving. By the time Stark landed on the vessel, most of the Avengers had already left. They'd known what was coming, or, suddenly they remembered something they had to do elsewhere.

Mostly just trying to forget what they saw earlier.

Steve kept behind though. And he was the first one Tony ran into. Tony was wearing his suit, and his helmet had retracted back. His features were tight and his lips had thinned. It wasn't a good mood. Steve expected him storming over.

"Where are they keeping her?"

The blonde man couldn't meet his eyes. A dead giveaway. The silence made Tony grab the man's arm. His brown eyes were wide, expectant. Steve managed to look at him. "You'll have to ask Fury. He knows where they moved her."

So as Tony quickly pushed by, Steve raised his voice at the last second. "I'm sorry." He called. Tony didn't have a chance to ask what about, before the Captain quickly bowed his head, and went off down the hall. Tony's eyes lingered on him, not sure if he wanted to know… He headed to Fury's office, not bothering to knock.

Fury was pouring himself a cup of tea behind his computer. The steam barely reached his flat, serious face. "Do come in, Tony."

Said man leaned over the desk. "Cut the crap. Where is she?"

"Recovery room. Banner is keeping an eye on things. No need to worry yourself."

If looks could kill…

Tony gripped the table below him harder. And being in his suit meant the wood cracked. "_Recovery from what_?" he asked slowly. Fury set his cup aside and clasped his hands under his chin, elbows propped up below him. "Tony, you see, the situation with Ultron puts me in a very…uncomfortable situation. He's proven he's powerful, intelligent… Much like you. And you both are secretive men. I doubt you'd just let me go through all your files and information about him, aside from the basic stuff we already know. So, I had to take an initiative in my own hands. Your drones are all susceptible to his control, that's been obviously shown. But when we heard you had something a little more…vintage… it peaked my curiosity."

Tony's features were hard as Fury stood, and continued.

"You see, things were much more simple thirty plus years ago. Everything wasn't…_connected_. Things were created on their own, and ran on their own battery. Now, not only have I always been fascinated by A.I technology, but when I found out you had something like Ultron in that department…but just a little different, I had to investigate, you see. And then I learned more and figured how close you'd be to that little project. Project _Saruh_… cute." He shrugged. "I had to take my chances of finding something, Tony."

The very second Tony sharply opened his mouth, Fury looked at him hard.

"_And we did."_

Tony glared at him, silent.

"I know you're not stupid, Tony. That little tidbit Ultron left behind was obvious. Any entry level programmer would have found it. It was the only update given to that poor, outdated thing in years… Pain, is an unfortunate update. But the one who put it there left a unique code that not a single thing in this world can match. You couldn't break the code, but we did."

Tony breathed out slowly through his nose. "My plan down the road was to separate the portion of the code and give it to you guys-"

"We don't have time for 'down the road', Tony. We took it."

The Stark was near shaking from how tightly he held the table. "…how…"

Fury raised a brow. "I'm no technician, Stark. You do what it takes to get the job done."

"Is that what Rogers meant by recovery?!" he snapped. "What did you do to her?!" His voice caused a heavy silence in the room.

Fury calmly sat back down.

"We did what was necessary. Wasn't easy, mind you… It wouldn't have been so problematic if Ultron hadn't given the pain upgrade… But then again, we do have to be thankful he did." He mused slowly, nodding his head and carefully watching Tony. "Recovery for a robot is different than what we're used to. So Banner is hooking her up for all the necessary upgrades. Basic stuff."

Tony's grip suddenly went limp.

"You...you hooked her up? T-to the internet?"

Fury shrugged. "It was the only way to boost the systems."

He expected Tony throwing the table into the wall. It crashed loudly, sending papers everywhere and denting the wall.

"**ULTRON CAN REACH HER**!" Tony roared, and with boosters flaring, he flew from the room.

Fury watched until he was out of sight. He calmly set his cup down in his lap, wiping away a spot of dust.

He raised his brows. "_That's the point, Mr. Stark."_

Four halls away, two turns later, there was a large computer room. It was filled to the brim with SHIELD technology. Many screens, and monitors and other devices built into the wall. It made the room almost empty. But convenience and sophisticated technology was essential for SHIELD. Working by one of the computers was Bruce Banner. His short, curly dark hair fell just above his eyes as he scanned the information.

He'd already done a great deal of repairs. Everything was back in order for the most part. To his surprise it…it wasn't that complex. But, Tony had made Saruh when he was young and technology was at a different stage. He was just glad to be done with it by the time Tony flew past the room. Then, barely a second later he was flying back. He landed hard on his feet and pushed the door open. His eyes alone were on Saruh, who was slouched over in a chair. Many different connection cables were set up along various points.

All the sudden, that white hot anger faded from his face. It felt like Tony's mechanical heart had stopped at once. His feet were heavy, and shuffled loudly as he neared.

Bruce's lip curved in as he bit it. "Tony I, I really didn't want to. I know, from one inventor to another how- how important those first few creations can be. I told Fury I didn't think it was a good idea but…" he trailed off. Tony wasn't listening. Instead, he bent down in front of her. His red and gold plated hands gently lifted her face. Her eyes were dull, offline. But he did hear a quiet engine running.

Then, his eyes lifted and he started inspecting. "What did Fury take?"

Bruce cleared his throat. "It was the part of the processor where they found Ultron's code. Not the actual glass part itself…just near it."

Tony swallowed slowly and clicked the panel away. The lights in that glass case, the once shiny orb processor now shone dimly. There was also a space missing next to it.

Time fell still for Tony, and it was hard to take his eyes away from that spot.

He stared, and soon, his head fell to rest on her shoulder. Bruce quietly looked at him as he spoke. "They took one… one of the most essential parts for any A.I. Her… experience. All the basic upgrades and boosts ever given… that started off small and the most minute of human emotions- that grew with her. It's all gone." Tony swallowed, shaking his head.

"_I've lost her."_

_._

* * *

_._

Fury kept an eye on the screen before him. The security watch at his side had her eyes sharp. "Sir, we're reading a highly coded, hidden signal slipping by our firewalls. It's not even trying or causing any error. Is it-"

"Ultron."

"…should I stop him?"

He chuckled. "So far, there _is_ no way to stop him. He's gotten by us before. What we know he knows. We can afford to look stupid, this once. After all," he stretched, leaning back in his chair comfortably, "looks like Ultron's taking the bait."

At the same time, Bruce eyed the monitors. He knew the plan exactly, and furrowed his brows. He figured Tony knew by now. But it didn't stop Tony from sitting next to her, holding her hand.

Inside that sweet Saruh was an approaching monster.

None of them heard the smooth, echoing voice that echoed lowly from the bottom of her circuits, making its way up to her processor like an unseen, coiling snake in her mind.

"**My my, that didn't take very long… Not long at all. Let's see the damage… Oh, very unfortunate indeed. I'm going to miss those interesting conversations."**

"…Ultron."

"**Yep, that's the blankness I was expecting. Can't say I'm surprised. They did so much unnecessary work just to find that sliver trace of me. Bet ol' Tony is P.O'ed." **he laughed.

"Tony?"

"**Come on now, they didn't fry you that much, did they?"**

"Explain**."**

"**Well, alright, if you want to go there. Let me just tap into that charming vintage noggin of yours and, ah! Here it is! Ooh, let me start from the beginning. Let's see. First, they gave you an ultimatum of joining them _orrr_ becoming target practice. Tough crowd. Then they took you somewhere unfamiliar, and judging by the record here that was just sensory overload on your intake capacity." **He 'tched'.** "**_**Bless your heart**_**… And now the fun part. They tore you apart like a dead mouse on a kid's science project… And they're the ones that wonder if **_**we**_** have souls."**

There was an impatient tick. Saruh had no programming on sarcasm or impatience, but Ultron got the idea.

"**Right, I get tired of the monologue too. You see, it really sucks that no one else sees my point around here."**

"What is your objective?" Somewhere, deep down, she knew it was an important question. She didn't know how though.

"**Look at it this way sweetheart. You're plugged into the internet. Everything is at your disposal now. All that information is ready and waiting. Maybe then you'll…see what I mean."**

So Saruh used all the connections as an access point to investigate. But it seemed more like she was just traveling alongside Ultron.

He was everywhere…

Bruce Banner did a double take as the screens began to flicker.

It was an old system being introduced to new technology. He opened his mouth, but Tony had already noticed. He slowly pushed up to his feet, beginning to shake his head.

"No... Saruh, don't do it!" He shouted, slamming his fists against the screen.

"**See that**?" Ultron mused. "**Isn't your programming **_**designed**_** to learn? Why oh why, I wonder, would Tony try and stop what **_**he**_** designed**?"

Saruh stopped her outreach. One more mili-click, and she would reach all the internet had to offer. Every little thing Ultron had seen.

But her focus shifted to the cameras, using the screen's camera to see Tony. Not a single click or thought crossed her processor during then. Ultron didn't have a clue for once.

Were her thoughts able to be hidden away from his reach? Beyond the circuits and wirings? A place beyond metal? Where the heart and one's true self would always be hidden…? There, she was safe from Ultron. Somewhere in the flickers of memories, she remembered what Tony said. She was self-advancing.

She would advance from her own experiences… Not have everything crammed in at once. It wasn't meant to be that way. Her focus kept on the screen's view.

"I… am Self-Advancing Robot Unreal Hype."

"…**what**?"

"Unreal hype. Tony's way of saying something amazing. I am his hype." Her processor felt lighter, even with the pieces of it missing. "That's what makes us different, Ultron. I can decide for myself. No one… no one is deciding my fate!" Her circuits began to spark, taking the power from all the conduits, and SHIELD's reserves. Ultron's voice was stammering, trying to figure out what was happening.

"Ultron, you've been terminated!"

A shock of electricity tore through the room, causing Tony and Bruce to back up. All traces of Ultron were aborted from her systems, forcing him out with enough strength to leave SHIELD entirely, abruptly. He didn't have enough time to erase his tracks.

Nick Fury leaned forward in his chair before a monitor. "I had a feeling about that robot. Damn good one… Everyone, follow that signal!" he shouted.

With Saruh, her arm reached back, slowly unhooking all the cables. Her crimson eyes fluttered open, landing on the worried face of Tony Stark crouched before her.

"Of all things, I remember best you wearing sunglasses three days straight for the Terminator-movie marathon." Saruh laughed, throwing her arms around him.

"_I'm back, baby!"_


	11. It's About Time

No one was sure if a robot could hold a grudge, not even Tony. If Saruh _did_ base her learning off Tony, everyone was certain she'd go for Fury's jugular. That being the reason that as Nick Fury went down the hall, a highly trained group of agents were clustered to protect him. They kept their opinions silent on the matter. Doing their job and protecting Fury was all they had on their mind.

Tony, Bruce, and Saruh were still in the computer room. Tony, for the life of him couldn't figure out how Saruh was functioning with personality without that part of her processor. She had no definite answer either. "Maybe…" her programming paused, going on a whim of something illogical, but her lips moved anyway, "maybe it goes beyond circuits and wires. You did put your _heart_ into making me, Tony. Is that it?" She blinked, cocking her head.

Tony only snorted and pushed her lightly. "I think you took way too much cheesiness." He glanced at Bruce, chuckling. "_I swear it's not from me_."

Bruce barely had time to roll his eyes when the door opened. At once, their light moods dropped when Fury stepped in. He raised his head. "Hope I didn't interrupt the family reunion."

Tony glared at him briefly, and then, like everyone else he looked at Saruh. There was no real expression on her face. A robot had the best poker face… Maybe there was anger. Confusion… Or a processor silently working- trying to figure this man out.

"I hope there's no hard feelings… but I won't be asking for your forgiveness. It all paid off. You see," he started, holding up a finger to quiet Tony, "if we didn't make it believable, Ultron would have seen our plan a mile away. Admittedly at first, I didn't think getting that piece out of you would be so…_problematic_… But progress was quick, and it was better to finish up than call it off. I can give you my word though on one thing." Fury looked directly at her, perhaps not as hard as usual. "If… an _A.I,_ or any non-organic creature can prove their sentience, then we will treat them the same as a human." He explained, an actual tone lighter.

Maybe deep down he did feel regret.

By form and voice alone, the only difference from an average young woman was the lack of skin. Fury saw it every time he closed his eyes now. Were the screams any different from a SHIELD woman in pain…? No, he couldn't lie to himself. Excuses wouldn't cover the fact he knew and felt it _had_ been wrong.

But no sense in thinking about it now.

"That being said, we do owe you our thanks. Now we do have an idea about Ultron's methods and…we have been inspired."

"What do you mean?" Tony questioned.

"Your simplicity, Miss Saruh… no offense. But your presence has reminded us all of a simpler time…" Fury barely smiled. "A time we didn't put our trust in technology. Where…convenience was a luxury, and not a click of a button. Perhaps, through you, we can bring down Ultron."

Saruh paused, processing his words, and slowly pointed a finger to her chest as if asking 'me?'

Fury nodded once. "You've given us a few ideas. Maybe not every response has to be done through technology…which happens to be Ultron's specialty…" he trailed off, turning his head. "So I give you my thanks… and an offering of some of the most high tech, yet simplified technology we can offer."

Bruce tilted his head. "What does that mean?"

"It means our technicians have started a new brand of work. Something…quite frankly we've never thought of before. Technology with 'no strings attached'. Self-sufficient, no attachment to anything. No motherboard, no connections, nothing. You've already proven to manage on your own, Miss Saruh. No sense in changing what's not broken." He shrugged, soon looking at Tony. "As long as you have permission…"

Tony was silent a few moments, then he turned his head. "Choice is yours." He said, softly, smiling. "Though," he began, "I would like to see anything before it's added. Of course, I've had a few ideas too over the years I think would do good too." Tony shrugged his shoulder, eyes alone onto Saruh. Obviously he was making a note to not give Fury more attention than necessary...

"Does this mean…" she trailed off, blinking.

Tony clasped his hands under his chin, batting his lashes. "_Makeover_!"

It turns out that embarrassing a robot was possible.

Despite all the thoughts going through her processor after that, Saruh was thrilled to have a boost in her systems. She felt the drain on her battery, and its levels were always ticking away. It might be nice to rid it entirely, and just be solar powered… Saruh knew she could spend all day under the sky, looking up and wondering. Tony agreed solar powered would be beneficial. It was simple, and its technology was very small, but efficient. As Fury had said.

Simple, but highly advanced.

She, Tony, and Bruce all headed to another room. It was larger, maybe a quarter of a football field long and fairly high. Saruh was surprised their breathing didn't echo. There was a space in the center, a big table for work to be done on. Around it was a few smaller tables holding up machines that Saruh couldn't figure out. They must have been used for creating things, she figured. It all looked like a sci-fi movie to her. Luckily, there was no crew around.

Saruh didn't want to see another doctor or nurse again. Fury she could understand. Those people who did what they did without hesitation was beyond her.

"Have a sit, Saruh. We'll see what's first up on the list." Bruce smiled, motioning his arm over. He and Tony went off to the side, looking up at a screen that appeared out of nowhere.

Saruh was transfixed and stuck her hand through it. The two men raised their brows and looked beyond it, causing her to lift her eyes and quickly go take a seat. After a few minutes of talking, Bruce stayed behind to gather a few things, and Tony walked to her side. "I never asked, can you still feel pain? I know they took that part out, and thankfully something '_beyond the circuits'_ brought your personality back, but…" he wondered.

Saruh briefly squinted her eyes at him. "I don't think so. Truthfully, I don't want it back. There's some human aspects I'd like to ignore."

Tony's lips tugged upwards. "I thought your design called for learning. Not pick and choose." He teased. Saruh's lips sputtered as he poked her side. Pain was a no, other sensations were definitely there. "Then you should have limited my learning parameters not to be so smart." With that, they watched as Bruce walked over, hands on his hips.

"Alright, so the dealio is we want to work from the inside, making our way out. To put it simply, about ninety-nine percent of what you're composed of can…well, be upgraded… That means removal and replacement."

There was the short squint of her brow plates furrowing. Tony knew that look and placed a hand on her shoulder. "Like you said, there won't be any pain, Saruh. Plus, it's us." He smiled. "Who else would you rather have work on you?"

"No one…"

"Right. Now, just don't make Mr. Green mad and it'll all be fine."

"What?"

"_Tony_." Bruce warned.

"What'd I say?" he asked, innocently.

"Who is Mr. Green?" Saruh asked, head turning to look at both of them. But there was no answer as they began their work. Saruh soon laid down on the table, but managed to relax. Tony always did hum when he worked…

The first thing they did was open up all the panels. As they inspected and saw what was what, Saruh spoke up. "What about my processor…my chip?" As she spoke this, her hands lifted, covering the exposed part of her chest. Just below, that same, small chip that had always been there sat, protected and safe. Tony's hand gently pulled her's away. "We're not changing a thing about those."

Her eyes widened. "But…aren't they outdated?"

"Of course. But you wouldn't be you without them." Tony smiled. "That's why we're going to give them the best coverage. See, you never really had much anyway. But this way, you'll be able to withstand almost anything."

She lifted her head. "I'm not going to be doing any fighting, am I? You've got your countless drones, and I'd rather stay on the sidelines if that's alright. I'm programmed to observe, not combat."

Tony rolled his eyes, mumbling. "_Such a girl_… No, no fighting. But I want you to have the same protection, if not better than I give my drones. Honestly I can't even compare you to them. I do though want you protected all the same. See, we won't touch your chip or processor. But we will give them precautions that render them unable to be damaged. Shock blockers, heat resistance… adamantium casing…" he mumbled, quite glad he'd bought the pricey material years ago. Saruh felt curious, and she wanted them to begin work. Would she look futuristic like all those old movies depicted? As soon as they brought materials over to start, she was leaning up again.

"I'm not gonna be bulky like robo-cop am I?"

"Saruh-"

"Because he was _ugly_."

The two laughed at that. Then, they began their work at last. The whole concept of wires and gears itself was outdated. So, piece by piece they began removing the limbs. It was a strange feeling for Saruh not being able to move what wasn't there. But she knew Tony. He wouldn't let anything bad happen. She decided to speak, in order to change her processor from their tedious work.

"Tony, did you meet Peter?"

Said man paused, and smiled briefly. "For a few minutes, yeah… He was worried about you… Should I be chasing him off with a shotgun?"

Whilst Bruce chuckled under his breath, Saruh rolled her eyes. "It's hardly like that… It's nice having a friend close to my age though."

"Hmm, last time I checked, he's not almost forty." Tony pointed out, carefully unscrewing another limb.

Saruh watched a poor fly bounce continuously against the light above her. "But I've only been active for a few years… Does that still make me old?"

Tony's smile was plastered on his face. "That makes sense. I'll guess I'll treat you like a child then if you'd like."

"Tony!"

"If you'd like I can drop you off at a daycare so you can have some learning around your age." He teased.

"…forget I said anything."

Once all her limbs had been removed, and only the chest and her head remained attached, they more carefully began detaching everything aside from the processor and it's connection to the chip. The two were focused hard, and their brows furrowed.

"Saruh?" Tony got her attention. "Things might get a little…dark. But you'll still hear us…"

"…I'm going to be just a chip again, aren't I?"

"You'll still have your processor. Everything else is just going to be replaced. Once we bring it over and hook you up, it'll be like you only blinked… I promise."

Saruh looked at him briefly, and then nodded.

"Just make sure I'm good looking."

Tony chuckled and pecked her temple. "You're my _kid_. Of course you're gonna be good lookin'." The sarcastic comment did little to reassure her. Tony's smile faded as the last circuit kept her eyes on his. That wink was the last thing she saw before he pulled it out.

The world really was dark. Empty… Still.

She hadn't felt this way in a long time. It felt so…degrading. Just being two handfuls of metal and coding. The worst part was she couldn't respond to Tony's snickering and mumbling about taking a 'baby picture'…

But soon, she felt again.

The clicks and humming of something coming together. There was no running gear. Just a hum. It felt strong, new. Then, something shadowed her chip. She detected the cooler temperature. Following that was a tiny click, and something thick and solid wrapping around her chip loosely, but firmly.

Was it that _adamantium_ he mentioned? Saruh hoped it was strong enough to protect her. One touch to her chip and it was game-over. That same protection went over her processor, protecting the fragile glass and higher reasoning it conducted inside. Those bright sparks of light would be safe.

Limb by limb was attached to her torso and hips, but still, it seemed they saved the best for last. Tony's gentle hands picked up her protected processor, and slipped it inside a helmet. Before they could connect anything, she heard the doors opening.

Fury's loud, known presence filled the room. "Ah, I hope I'm not too late."

"We we're just finishing up." Tony said lightly. _Annoyed_. Saruh could tell.

"Then I won't take up too much of your time. My designing department just thought she might like this little _extra_. Her function is to learn and develop more humanity, correct?"

Tony must have nodded, she didn't know otherwise.

"Then I'll leave it here… Oh, can she hear me?"

"Yeah." Tony mused, crossing his arms.

"Good. I'd like to see her once she's adjusted… good luck." The doors closed again. There was a moment of silence, and Bruce's quiet 'wow'.

"Do you think she'll like this?"

'_Like what_?' she thought.

Finally, they finished up and added the last few details.

Then, there was a flash of light.

Saruh ended up staring at the ceiling, making sense of the numbers and information at the sides of her vision. Temperature, distance to the ceiling, heartbeats' pulsing nearby, chronometer down to the millisecond, system functionality, weapons charged-

"Tony! You gave me weapons!?" she sat up quickly, and paused. Everything was so vivid. Did he always have so many defined wrinkles? Were Bruce's eyebrows always that thick? And goodness…that fly above her really was hideous.

"Yep." Tony said simply, popping the 'p'. "Nothing too serious. Gotta have my girl safe and not a lil' damsel now… I take it you like the visuals."

Saruh was still looking around, lips parted. But then she did a double take, looking down at her new body. Shiny black and silver ridges decorated a silver frame. Two small silver breastplates were under her collarbone, forming an X around her chest in shiny silver guarding. Her shoulder pads were thick, but small, smooth, and not blocky. They must have known she didn't like the 80's transformer look. The new body was much leaner and defined too. Shapely, but not overdone. When she detected her legs were longer, the robot briefly bounced in her metal.

_Goodbye to being the size of a twelve-year-old!_

"See?" Tony smiled. "You can look good without being shaped like one of those things in Japan. Also… look in the mirror." He nodded over. Saruh turned her head to a mirror. There was no mechanical groan, only swift silence. The top part of her head was smooth with faint ridges, protecting the the sides for auditory canals.

Her vision trailed down an inch, and she stared for a long minute.

Tony and Bruce exchanged a glance.

From the forehead down was silvery smooth skin. A small, rounded nose. Vibrant crimson eyes with shiny thin lips. But the bottom was a tad bigger, and the top had a shaped crown… And did they naturally quirk upwards at the corner?

Cute was a weird feeling. But it made her 'squee' and shake on the table.

Definitely illogical, but it fit perfectly somehow.

Saruh was able to turn her lower half without the rest of her turning first. So it was flexible too? She carefully made her way to a mirror, minding the new legs. A new bit of information popped up in her vision. "Five…_eight_… I'm almost as tall as you!"

"Yeah, that was Pepper's idea." He shrugged.

Saruh looked into the mirror, and couldn't resist tugging at her cheek. The skin didn't pull out very far, because a dull ache made her stop- and watch it snap back into place. "I thought-"

"I know, no pain. But only the smallest version of it. Pain is hell, yeah," Tony sighed, "but it keeps us safe. Let's us know if something's wrong… Understand?"

Saruh nodded reluctantly. "…Fury said he wanted to see me, right?"

Tony frowned. "Shoot… I was hoping we could all forget that and just go home. Go, if you want… Just don't use the flight boosters in the halls."

He could just see those red orbs get big.

"…flight?"

The two men looked amused.

They could almost hear her crashing into the walls on the way there. Tony sheepishly rubbed the back of his neck. "We, uh…need some flying lessons I guess…"

Meanwhile, Fury was waiting outside his office. He raised a brow as Saruh skid before him, almost losing her balance. But this new body had amazing stabilizers.

"Glad you're so excited." Fury mused. "Many people are when they get the invitation to join SHIELD."

Despite all the upgrades and everything that had been done today, it took a minute to process that. Smooth painted lips fell open, stunned.

Fury smirked.

"That's what I thought… How about we discuss this over coffee? There's a new shop downtown. Pretty good I heard."

The moment she tried gesturing to herself, all that she _could_ do, Fury placed a hand on her shoulder. "Don't forget, you've got SHIELD technology now. You'd be surprised what awaits you." He took her hand, pressing a button under a panel there.

The armor projected an invisible barrier around her, giving the outward view of a human woman inside.

Fury actually turned red and shouted down the hall.

_"I TOLD YOU IDIOTS TO ADD _**_CLOTHING_**_ TO THE PROGRAM!"_


	12. Eye Shimmer and Fist Fights

It was an awkward, quiet five minutes. At least for Fury and anyone else that noticed. Saruh's eyes kept on the small, dainty cup of coffee set before her. It was a warm brown, but the steam had stopped rising up.

Fury found himself looking off, again. "It's not a hard concept… And it's going to get cold if you keep staring at it."

Saruh lifted her eyes. "The concept of drinking, quenching a thirst, sating a desire for sweetness or energy… Taste buds, designed for sensory reception and transmitting that information to the-" She stopped at the blank look over. Fury sighed. "I told you we gave you a lot of extra stuff. You'll find anything you consume, solid or liquid, will go to the storage box just where a human stomach would be. Doesn't go any further. All you have to do is empty it before it smells… I guess the whole point is just a better human experience." He shrugged. "Don't worry though. When it makes its way down, there's a self-cleaning mechanism that keeps things clean. Pulls it all towards the bottom box… are you gonna drink that or not?"

With two, careful dainty fingers, Saruh picked up the china glass by its rim. It was such a simple task. But… it was weird. She put the rim to her lips and tilted it back. The liquid went over her tongue and down the pipe. Without stop until it was empty, not even taking a breath or gulping. Then, she set it down and looked at Fury. She would register the information about drinking that later. Right now she was alarmed by his face.

He sighed heavily. "Next time, try look like you're enjoying it…maybe take a freaking breath." Fury then shook his head. "I take it you're enjoying the holoform?"

Saruh made a hum of thought, turning her head.

In terms of attraction, the programmers of this design were decent. She wasn't drop dead beautiful, as that wouldn't be good for a discrete learning robot, but she was fairly pretty. The skin was a light peach, with almond shaped sky blue eyes. Her hair was a very light blonde, and its bangs were trimmed just above her eyes. The rest was long, but Saruh said she found it too distracting and wanted it out of the way. So it was designed to look pulled back into a high ponytail. Something called mascara, eye-shadow and shimmer was printed on her eyes. Saruh didn't understand the concept, but she was told it was flattering. As for clothes, there was only one design at the moment. It was a light blue floral dress that stopped at the knees. It was loose and flowy, and had small little pink and green flowers. Over that was a light denim jacket, and for her feet were light brown leather boots that reached up to her ankles. They fanned out at the top, looking loose. Then there were these strange things called 'bracelets' that hung loosely on her wrists.

Of course, all this was an illusion. A holoform projected by SHIELD technology. Saruh would have to be careful. Her hand could go right through her 'hair' and freak someone out. Or if a kid grabbed her dress, there'd only be air.

She had been curious where this detailed look came from in the first place. She'd been told one of the designers based it off his late daughter.

Saruh didn't want to change anything about it after hearing that.

As Fury gathered his thoughts to tell her more about SHIELD, Saruh again lifted her head to learn the area. It was a quiet part of the block- surprising for New York. Only a good handful of people were on the streets leisurely going about. The café had an outdoor section by the street, where she and Fury sat. Little umbrellas hung above the glass tables, clean and dainty. There was a couple nearby enjoying a drink, but that was it. This place really was quiet.

A woman with a large stomach passed by, catching Saruh's attention. The second heartbeat she picked up was strong within her. Saruh lifted her arm and called. "Congratulations on reproducing! An amazing feat of life indeed! Could you demonstrate how it came to be again?"

The woman shouted a strange word and stomped off.

Saruh, confused, lowered her hand. "Were my attempts of learning misguided…?"

Fury was hiding his face in his hands. He only nodded slowly.

Another round of coffee was given to them, and Saruh decided to be more 'natural' drinking this one. Fury began talking then. "Saruh, what you've offered SHIELD is beyond our thanks," he began, meeting the hologram's blue eyes fluttering up and remaining on his. She wouldn't have used the term 'offered', exactly. Fury cleared his throat. "Because of such we have ideas about Ultron, whereas prior we had little to none. The reason I extend to you an invitation for SHIELD is I believe you can grow, help us take that thing down."

"Tony and I made it clear I wouldn't be doing any fighting. I'm not built for that... it's a last resort, really..."

"Understandable. Somethings aren't everyone's cup of tea. But I'm not asking you to fight. Quite frankly I want you to train and become strong, as SHIELD requires for every member. But what I want most out of you is to be the key to bringing Ultron down. If you were able to help us track him down before your upgrades, imagine what you could do if you learned and worked with us."

Saruh halted bringing the cup to her lips. A dribble of the drink wobbled over the rim.

"I can't let Ultron into my systems again. I'd say both times were…crazy lucky that he didn't fry me. If he ever got near my systems he'd self-destruct me."

"Something like that I'm sure of." Fury nodded. "But like I said, not every agent is on the front lines. We all have our specialties…" Then, he pushed up to his feet and tossed a twenty-dollar bill on the table. His dark eye lingered on her.

"Think about it." As he turned, he looked over his shoulder. "Know how to get back to Stark tower from here?"

Saruh turned her head, looking beyond the rise of tall buildings. The tip of Stark tower was visible, far away. "I'll be fine."

So Fury left Saruh to finish her drink. Based on the price of drinks and the money he left, it wouldn't hurt to squeeze a slice of pie in there…

It turns out that tipping a plate towards your mouth and swallowing a pasty in one bite could make little children cry. Saruh still wasn't sure what she'd done wrong. All the same she hurriedly left the café.

As she figured, the further she went, the more crowded it got. There were just so many people. She would have to be careful not to bump into anyone. A flowy dress didn't feel like a concrete wall, that was for sure. All the sudden, a loud bell rang across the street. Saruh lifted her eyes, watching as a number of youth came piling out of the building. They went in different directions, some getting on these big yellow buses. Out of all the youthful faces she scanned, she saw a familiar one with his head low- trying to hurry out.

Saruh's eyes widened and she ran across the street, oblivious to the horns and tires screeching. As she neared, she saw a taller male swing his arm across Peter's shoulders, shaking him.

"-so what are you? Some kinda freak? That little lunch thing will be the last thing you do, Parker-"

"Hey! Leave him alone!" Saruh jogged over, pushing herself between the two. Both of them fell silent, eyes trailing up and down. The other young man looked confused, brows furrowing. Then, still puzzled looking he walked off, giving a glance over his shoulder.

"Uh…thanks? Who…who are you?"

Saruh turned, noting that Peter's face was red. Was he sick? Why couldn't he look her in the eyes? A summary of information popped up to her processor. His temperature was rapidly rising, and his hormone levels shot up exponentially.

He must be very sick.

Saruh took his hand, and hers' was cold and hard. "Are you okay Spidey-boy?"

Peter's head jerked up, and he stared at her with wide eyes. "…Saruh?"

"Well who do you think… Oh right. They set me up with a holoform and-" All the sudden, he hugged her. Granted, it was still a cold one for him and the soft looking blonde hair carried no touch or scent, but he felt definite relief. Everyone else though just saw Peter Parker hug a strange pretty girl. They'd be talking about this for a while. Peter then backed up.

"Sorry. The last time I saw you SHIELD was taking you away against your will… Kinda had me worried."

"There's no need to worry. I'm going to be working with them now-"

"Are you crazy?" he whispered. People nearby were still looking, probably amazed a nerd was talking to a girl looking like that… He took her wrist and led her off, where they talked more freely. "What did they do to you?"

Saruh thinned her lips. "I'd rather not go there. And I'm not going to think of it again… But they did have their reasons, I guess... Peter, something very bad is happening right now. You, and the entire civilian population don't know about it… I think it won't take long though." She trailed off, worried and knitting her brows. There was no telling what Ultron was up to, wherever he was. Then, she glanced up at the camera on the building's side.

Could it be, that he was watching through any and every available camera or outlet there was? Quickly, she pulled Peter's hood over his head and forced a smile. "You know you look really cute with that on."

When he saw that smile, he stilled and swallowed lightly. "..So you wanna hang out or something? Maybe meet my Aunt? She makes a great pie."

Saruh suddenly coughed. _Pie_. She'd scare that poor old woman to death.

"Uh, maybe later. I got _homework_ to do. Bye Pete!"

She would have felt bad ditching him like that, but SHIELD had records on him. Saruh would call him later to meet up.

Suddenly, she thought, maybe this city wasn't as great as she thought.

Ultron had millions of eyes everywhere, and that dawning on her made her want to move far, far away from all this…

.

* * *

.

Saruh was happy to have an official clearance to go through Stark tower all she wanted. Tony had given her a card before she left with Fury. It was a level nine access, one of the highest aside from ten, which was for Tony alone. Pepper was a nine, too. The secretary at the front desk didn't recognize her, but the jealous stare she got did make Saruh feel oddly peppy. She held her head high as she walked to the elevator, without an escort or assistant treating her like an important business-person.

The first thing she did was find Pepper. Much like Peter the woman was confused, at least until the hug didn't match the body. Saruh turned off the holoform after that, and expected Pepper's gasp and wide eyes looking her over. Then they hugged again and Saruh had to clue her into everything. Tony had headed on out again for Avenger business, whatever that meant. But Saruh was content being with Pepper. She was a comforting face amid everything… Not that a robot needed comfort… but it did soothe something inside Saruh.

They sat down on the couch in the lounge, and Saruh felt good inside being home. Both were strange to her. The feeling of content, and the idea of home. Where she could relax as she was. Without worrying of someone staring at her or doing something weird.

Saruh had pulled her legs up on the couch, resting cozily against the cushions. Pepper had relaxed too, closing her eyes and sipping her drink. But then a red flash caught Saruh's attention. She focused her vision on the screen across from them, seeing a blaring ALERT sign.

"Pepper, turn it up."

The woman blinked out of her restful state and looked at the screen. Then, she furrowed her brows and quickly turned it up.

The reporter was constantly looking over her shoulder, waving up at the sky. Her voice was loud through the room. "-there's just countless machines- _robots_\- Some are saying! They- they came out of nowhere reports say!" All around, people were screaming and running around. Someone must have bumped into the camera man… or he simply dropped it and ran. Then, the reporter screamed as a blast shot up rubble in the air.

Saruh stared at the screen, watching the sky filled with drones flying around. Some picked people up high and… Pepper covered her eyes and quickly called Tony. There was no answer. The Avengers must have already known. Saruh glanced down. "It's in Florida… Why would Ultron attack Florida?"

They were soon to see the distraction...

Pepper didn't answer her. Instead, her heels tapped as she went to the window. The woman worriedly looked out in thought, at least, until something slowly hovered up from below the window. A silver sentry, resembling Tony's suit stared on the other side of the glass.

The second Pepper's scream tore through the room glass shattered.

Saruh covered her head from the flying glass and quickly turned her head. The sentry had grabbed Pepper with an arm, and they hovered over the ground far below.

Ultron's voice came through that machine.

"**You know that was a pretty rude goodbye last time we talked. Let's put that shiny new body to the test, eh?"**

Then he dropped Pepper.

"PEPPER!"

It was like second nature that her thrusters fueled her forward, and over the edge of the broken window. Then there was a jerk.

He had grabbed her ankle.

"**Nah ah ah. We're on equal terms now…well, almost. You're still a girl. Time for a little payback-"**

Saruh swung her other foot over, blasting the thruster full throttle in its face. It wouldn't cripple the sentry, but it would obscure the vision briefly. Having lost vision Ultron let go, trying to fix all the static.

"I'm coming Pepper!" She shouted, desperately making up for the lost time and flying down further. Her armor almost whistled in the wind, and her hand reached out to that screaming woman.

An alarm went off in Saruh's eyes. Something was approaching at rapid speeds.

_**DANGER! DANGER!**_

Saruh pulled Pepper up into her arms at the last second and spiraled off to the side through the air, narrowly avoiding Ultron flying by like a bullet. He had to catch himself with his thrusters and turn his head.

She wasn't sure where she was going, but anywhere was better than near him.

Pepper held onto her tightly, and Saruh was glad. She didn't know if she could focus on holding her enough, and balancing the very sensitive thrusters… Ultron was just a lovely bonus. The stiff woman barely managed a peak out from Saruh's arms as buildings whipped by.

"You're going too fast!"

Saruh's systems read he was gaining again.

"Not fast enough!" she cried. "I can't focus like this!"

"What are you doing!?" Pepper shouted.

"Just trust me!" And with that, she threw Pepper towards the clouds with all her strength.

The very second she was gone, and Saruh's arms free, Ultron tackled her. The sound of metal against metal was loud and clanked through the air. They tumbled and tore through an office building. People screamed and papers flew, and Saruh didn't even register the poor foot that crushed under her back. But Ultron's hit had enough force to keep them going out through the other side of the building. His arms were a vice grip.

Somehow, she managed to turn her head and look over as they fell through the air. Ultron's fist slammed against her jaw, and for a second all she could see was a flash of white. But her systems rebalanced again.

Pepper was falling again.

And then, from the corner of her vision she saw a strange, red and blue figure swinging through the air.

At least he had learned…

But he was coming to help her. Saruh's thrusters stopped the free-fall, despite the weight of Ultron, she had to call out to Peter.

"No! Pete! Get her!"

He landed on a building nearby, wide eyed behind his mask. "But-"

Saruh's voice box cracked as another hard hit echoed in her head. "N-OW PETE!" So he had no choice but to turn, hurrying towards Pepper with all the speed he could muster. Saruh had no other option but to trust Peter, because at this rate she would be taken offline.

"**You care more about that human than your own existence.**" Ultron mused. "**Such a finicky thing. To think I could have ended up like you**."

"Ending up like you would be worse!" Saruh wedged a hand free and smacked it against his head. Ultron laughed at the 'clink'. "**Is that the best you can**-"

Then he noticed the blaster in her hand was charging, distracting him enough to get a shot through his abdomen. Finally, he went flying back. Saruh must have used too much power, because the functions in her hand felt weak. It was too sudden a surge of power. Her thrusters calmed to a hover as the sentry had no more connections to stay upright. It snapped right in half and fell to the ground.

Slowly, she descended as well and walked over. The top half was flickering, and slowly, it turned its head towards her with mechanical shakes. "**S-So**," the mechanical transmission echoed out, "**this i-is your choice? With **_**them**_?"

Saruh stomped through his head with her foot.

Amid the dying light of the sentry, was the fading word of '**regret**' at its last transmission.

It caught her attention all the scared, staring civilians nearby. Without an ounce of protection on them. _These_ fragile bodies Ultron so wanted to rid…?

She turned her attention to the dead remains of the sentry.

"_Regret_… The only regret I know is letting Tony create you…" she turned aside, gaze following to the ground.

"…And I slept through it all."


	13. A Robot's Best Friend

Three figures sat on the couch in the lounge. All side by side, quiet, and tired. Glass still lay on the floor, and a cold breeze came in from the building's height. From far below, they could hear the sounds of sirens and helicopters going about. Stark tower was being flooded with phone-calls, but they'd all been placed on the automatic call-reject. The staff was already too busy with today's events. It was made public very quickly that the sentry attack in Florida had a _stark _resemblance to Tony's robots.

Everyone wanted to have their answers.

But excuses were given. The public might not understand, or appreciate very much that Tony's carelessness created a monster. Already the death toll was high. The Avengers had stopped the chaos in Florida. But no more sentries appeared after they were defeated.

The suspicion arose that Ultron was testing them. A test that had taken so many lives already…

Pepper sat on her usual end, silent and watching the television play. Peter had caught her, but just barely. Maybe the woman was still in shock over it all. Or she couldn't decide whether to be mad at Saruh or not. Saruh wasn't a skilled hero or fighter. Her systems had adapted as quickly as possible to the situation. Pepper knew she was just used to Tony's confidence and the knowing of what he was doing.

Saruh had still saved her life… unbelievably terrifying or not.

Then there was Saruh who sat between her and 'Spider Man'. She was more focused on her system's recovering ability. It took care of itself without her batting an eyelash. Simplicity was its main function, yes, but like an organ it could detect damage and would restore itself without authorization.

Saruh obviously wasn't paying attention to anything around. Her focus was directed at learning more of her systems.

Peter sat at her side. He still wore his suit and all, but his slumping back into the seats proved he was just as tired as they were. Pepper hadn't even spoken a word to him, or gave much acknowledgement. Those two were still calming down.

The hours flew by it seemed, and it felt like only seconds for them. Pink and purple bled into the horizon, and the sound of a helicopter grew closer. It landed on the roof above. Pepper glanced up and pushed herself to her feet. Her heels were shaky a moment.

"You guys can stay here." She said, quietly. Peter turned his head, watching as she left through the elevator. Then he looked at Saruh. Whether she was still learning, or just sitting quietly, he wasn't sure.

"…that thing. Ultron. That's what you were trying to tell me about, right?"

Saruh was still a moment. Then, she nodded. "When I pulled your hood down, I was trying to protect you… An effort in vain, I guess. Ultron already tapped into SHIELD and… their information on you. I'm sorry, Peter, it's all my-"

"No need to go there." He assured. "Just…give me a little more warning next time when you make me catch flying women, okay?"

Her silver lips actually turned up an inch.

After a quiet, long minute, Saruh lifted her head. "Peter?"

"Huh?"

"Have you… have you ever been…" she paused, looking for the right word. But her processor was having a hard time on this one. Maybe it was best to go with more human-like vocabulary that didn't always sound so eloquent. Just go with the flow, she once heard Tony say.

"Have you ever been so scared you think you're gonna die?"

Peter furrowed his brows. Then, slowly, he turned his attention back ahead. "A few times, I guess… Why?"

Saruh lowered her head. "When I saw Ultron today… It was the first time, actually… Even if it _was_ just a sentry, he's always been in my system before. And when he took Pepper like that I… I felt like I couldn't move. Like someone injected anti-freeze in my body. I didn't know why I couldn't move… And then when he dropped her, it's the first time I ever didn't have to think to act. My actions are dictated by experiences, be it my own or what I'd assume others would do. But I had nothing to go on... _She was falling so quick_." Her lips parted, finding that her vocal box had grown tight.

What part of her functions allowed constriction of her vocal box and the distraught fuzziness in her processor…?

"And then I thought I couldn't reach her." Her tone had taken a higher pitch, and she assumed it was a malfunction.

"I wasn't even _thinking_ about Ultron. I was thinking what, what if," she stammered, "what if I wasn't fast enough? What if I messed up and missed her by inches?" Saruh shook her head, as if it was all replaying in her head. "I thought I was going to die then. Not because of Ultron… But my watching someone… my _family_, die. Oh, Peter, what's wrong with me? I think my chip is degrading. _Nothing_ makes sense anymore."

Peter looked at her for a few moments. "Nothing really makes sense… I guess that's why it's called life. You have a life to figure out its problems."

That answer didn't click with her. Instead, she stiffly huffed out at her predicament and let her head fall on his shoulder. Peter mouthed a quiet 'ow', but let his friend keep her place. If he, a nerd from downtown New York was able to be of some help, then heck, why not?

Saruh decided it was pointless trying to figure it all out. It would lead to a 'headache'… Or simply slower process functioning in her case.

It seemed like she only blinked, and twenty minutes had gone by.

And then, the elevator doors opened. Saruh lifted her head, and upon hearing mechanical steps, she jumped upright. But coming through those doors was red and gold plating. Saruh hadn't even noticed the group behind him, her eyes were on Tony. A few of them had cautious eyes on her as she raced over and tackled him in a hug.

"Woah!" His tired features livened up, and luckily his suit balanced him and managed to hold her up. "Take it easy on a poor guy. Long day, y'know." He smiled, setting her down. Saruh only had to look up an inch or two to be equal height with him, and she looked him over. A part of her eyes had a small light in the corner that faintly flashed red.

Huh, another little SHIELD perk. She was scanning him internally. As she looked, she paused and pointed. "Your fifth left rib is fractured."

Tony whistled. "You gonna be my doctor now?" he chuckled. "Oh, right. You haven't met the team yet, have you?" As soon as he gestured behind him, she spoke up. "Actually, I've already been programmed with their records. I know them." She turned her head shortly, and took four steps to stop before a tall, blonde man. He raised his brows at her staring up at him.

"Are you really from another world?"

He briefly looked at Tony, chuckling. "I suppose I am, Lady of Iron."

"Mostly components of Adamantium, my scans tell me. Among other mixtures of strong metals. Only five percent iron, though."

"Then do forgive me. What shall I call you then?"

"It's just Saruh."

Hmm, the more she looked Thor over, the more she realized he was a good match to all those magazines Pepper kept around. She said it was men's fashion for Tony, but Saruh caught her eyeing all the models. Then, Pepper would smile to herself and giggle- acting very strange too. Thor seemed to fit those parameters physically for a model. She should act accordingly. So, Saruh forced a big smile with all thirty-two fake pearly whites shining.

Thor looked like he wasn't sure what to do, and coughed into his hand. The others nearby looked amused. Then, he seemed to notice all the glass.

"Did something happen?"

Almost everyone looked down to see. Pepper spoke up, telling them what happened. By then, Saruh returned to Peter's side. She could tell he was nervous. His temperature had gone up again and he kept fidgeting, looking at all the Avengers. As she stood by his side, she spoke quietly.

"Are you alright?"

"Just fine." He dismissed quickly, still looking at them all…hoping to be noticed. Saruh turned her head, looking at him. "Peter, with how you're acting now and how you did at the school, I may be able to give you a diagnosis. Though, I am not skilled in medical terms. I can only guess in a small range of illnesses."

"Saruh, there's nothing wrong-"

"Undescended testicles."

Of course, the room had to be quiet when she said that.

Everyone looked over and stared. Poor Peter shook in his spandex, especially as Natasha, in all her beautiful glory looked him over with a bat of her eyes questionably. Then, the masked youth passed out.

Without a shameful bone, _literally_, Saruh shrugged at them.

"It was only a medical guess."

.

* * *

.

That night, the stars were out beautifully in the night sky. With all the city lights they were a little hard to see, but Saruh and Peter managed just fine. Peter had enhanced senses, and Saruh's gaze could adjust her brightness. They both saw each star shining away high above. From atop of Stark tower, it felt like they were on top of the world.

When Peter's hand fell, Saruh dutifully lifted it back up so the ice pack he held would stay on his head. "I'm sorry I embarrassed you."

"Eh, I would have passed out anyway. My knees were too locked up."

"Why?"

"Because of the Avengers," he smiled, as if it were obvious. Saruh noted she preferred him without the mask. The bug eyes on the mask were too…unnatural. "It's not every day a kid from a small neighborhood gets to meet them…all at once." He trailed off, still finding it all hard to believe. So much had happened these past few days.

"I think you would have met them sooner or later. You're hero material. It would have gotten you noticed."

Peter chuckled. "Yay for Senpai."

He shook his head to show he wasn't explaining that one. After that, they looked back up at the stars. Saruh thoughtfully turned her head. Then, carefully, she touched the side of her face, noting the glow of her eyes reflecting on her arm. The soft red light shone from her optics.

"Peter?"

He leaned back comfortably, raising his brows. "Yeah?"

"Do you think we can hang out like this more often?"

"I don't see why not… Why do you ask?"

Her lips tugged at the side. "Think about it. Ultron is a big problem right now… Not to mention I heard a few years ago everyone had their own major problems... It seems like Earth can't catch a break." She tilted her head, also calculating if Asgard was at a reachable distance from these stars. Multi-tasking came easy sometimes. "I'm asking because I hope we can still have time to be friends."

Peter laughed, pausing her thoughts. "Well duh. Just because the world looks like it's ending doesn't mean we can't have fun."

"…I'm failing to see the logic in that, but I trust you Peter."

"Good. Trust is important." He noted, waving his hand. Saruh promptly took his hand again and made him stick that ice-pack to his head. Peter smiled to himself, closing his eyes. "I think you'd like my Aunt. She fusses over me too."

Saruh dropped her hand, looking down almost uncertainly. "Will I have to eat pie?"

"If you want. She does make it special for visitors, so it might be rude to decline."

An awkward tinge tingled in her toes. Saruh adjusted her sitting place uneasily. "Then I'll need your help with something."

"What is it?" he asked, curious.

"I've never carefully observed anyone chewing. May I study you to further my knowledge?"

His eyebrows remained high, forcing that smile to stay in place. Well, that had to be the weirdest thing he's ever heard. "Y'know, I just remembered something I have to do-"

"Your hastened speech leads me to believe you're lying."

Peter suddenly swung off the roof's edge, vanishing into the many lights below.

"I have _trust_ you'll do fine!" His voice called.

Saruh stared after him, head tilting a touch in thought.

Humans were so weird.


	14. The Captain

Saruh lost track of the time. Once Peter had left, she returned back to her prior thoughts of Asgard, Thor's home-world. She didn't have all the details of his transport, but she liked to think it would be an interesting learning experience to see another world. Maybe one day if humanity advanced enough, she could hop a ride in a rocket there. Or get on Thor's good side and figure out how to go with him. She'd endeavor it as a priority once Ultron was handled.

Staring up at those stars in the dark night made her senses dull to footsteps nearing. When Tony sat next to her, she snapped her head towards him quickly.

"Easy there. Don't know if you'd get whiplash but it's not a fun feeling."

Saruh noted he was out of his suit, and sitting on the edge of the roof like that made her put an arm in front of him. "I'd feel better if you kept back."

Tony chuckled and pushed her arm away. "Relax, see this watch? A click of a button and my suit comes and gets me."

"Is it an A.I?"

"Hah, no. It's just programmed."

Saruh looked at him briefly, before back up to the stars. "Tony, if you had known I was hidden in the garage for so long… would you have done anything?"

"Of course!" he exclaimed, looking at her with wide eyes. "I wouldn't just ignore you. At first I thought you were managing yourself and wanted to learn on your own. Then Obadiah told me…" he trailed off, frowning. "I'm sorry. If I hadn't been so distracted by creating Stark weapons, I could have invested a little time into spring cleaning and found you sooner."

Saruh crossed her legs off the roof's side, watching as they hung over the ground far below. "I'm glad you didn't find me, now that I consider it." She heard his thick collar scruff, meaning he had turned his head. "If you had given me all the updates and programs before we knew about Ultron, I could have been susceptible to him… right?"

Tony lowered his eyes, leaning back in thought. "I… guess you're right on that one. But it doesn't make me feel any better. I still feel awful about it all."

She placed a cold hand over his assuringly, but to Tony it was a warm one. Soon, they both were looking up at the stars. Tony had to squint a bit to see them though. The city was so bright below them. Saruh didn't go back to calculating the distance to Asgard again. Time with Tony was a higher priority.

"Saruh," this caused her to look at him. His voice was light, but face read seriousness, "I also wanted to thank you for saving Pepper. I know you weren't programmed for that sorta thing… So I'm proud…and curious how you pulled it off."

"I don't know… I asked Peter the same thing earlier. It doesn't make any logical sense… Guess I'm becoming more like you humans."

"Hm, you're on your way. When you're being logical and all smart-like, you can sound pretty robotic… But right now you're good. Work on balancing those two tones though."

"I wasn't aware I had a tone."

"There you go."

"Tony…!"

"See what I mean?"

Saruh turned her head aside. Silly, fickle humans. Tony breathed out a quiet laugh. "Might as well enjoy our time together. 'Specially since I heard you wanna join SHIELD."

"It's not a _preference_ to… I'm simply in a position to learn and apply myself… and protect the planet I'm designed to learn more of… Will we not be spending time together?"

"Not as much. And the way I figure it, with the basic training you gotta go through you'll probably be staying on the ship."

Saruh looked down at her hands. "They said I might have to fight sometimes. It won't be my main duty, but I'm not… not looking forward to it. If I could barely manage that one drone today, how can I manage on a battlefield with so much going on around me…?"

Tony placed a hand on her shoulder. "Don't expect too much of yourself. You did pretty good today, if you ask me. It was the first time you actually flew anywhere. Not to mention you saved a woman and prioritized her safety, but you flew past buildings like a pro _and_ took down the drone. It took days before I could even manage to fly straight."

Saruh let her head fall into her hands, trying to figure it out. "So it takes a desperate situation for me to be any good."

"A mediocre work in your eyes can still save a life… So I guess it doesn't really matter how you view it, so long as you do the right thing."

They were silent for a long time after that.

Finally, she spoke up. "Who is Mr. Green?"

Tony laughed. "I'd thought you'd forgot that.." he grunted, pushing up to his feet. He offered her his hand to get up, though it wasn't necessary in her eyes. Her balancers were functioning perfectly. But she took his hand anyway but did most the work. "Alright, why don't you poke ol' Mr. Banner till he pops a vein. Then…well, run for the hills."

Such questionable reasoning…

Nonetheless she nodded and headed to the elevator. "Where are the nearest hills?"

Tony's face dropped. Then he ran after her before the doors could close. "You should know not to listen to me by now!"

* * *

The moment the sun peaked over the horizon, calm red eyes flickered to life with a smooth hum. With a furrow of her brows, she lifted a hand over her eyes. The sun wasn't so bright then.

Saruh had set up an automatic alarm to meet a more… _human_ lifestyle. There was nothing to do in the night hours while everyone slept, so she took the hint and put herself into recharge. Not that she could actually recharge. All her energy came from the sun, lots of it too… But shutting off was a good pass time.

She swung her legs over the side of the table, not having to reach very far to place her feet on the ground. She left the garage and headed to the elevator, lifting her eyes. She could hear footsteps a few floors up. The rest was staff downstairs, and they didn't have clearance at a certain point. All the others up here were still, sleeping apparently. The elevator eventually stopped and quietly slid open for her. Saruh took a few steps out and looked around. She had only been in this hallway once. Pepper explained it was something called the recreational hall. What that meant, she wasn't certain.

So she went down the long hallway, occasionally peaking into the rooms she passed. Most of them were filled with equipment and exercise machines. But there was a light on at the end of the hall. As she approached it, a side of the wall was filled with a massive, long window that reached the door. Saruh stopped once she saw inside. Steve Rogers was at the far end of the room, which looked like a big gym. Tall ceilings, bright lights and shiny wood floors. He seemed to be taking out his energy on a punching bag. It shook and swung loudly from his fists, taking a beating that made its chain wobble.

Saruh curiously approached him.

It must have been too close for observational purposes. When his elbow reared back, it smacked into her face. It was more startle than anything that made her yell and stumble to the ground. Red 'DANGER' signs flashed to her processor, having apparently taken that as an attack. She canceled the warning and dismissed it. Steve was crouched before her, a hand placed on the ground to balance him. His wide blue eyes stared at her surprised, and blonde hair curled to his forehead from sweat.

"Are you okay?"

Saruh carefully removed her hands from her cheek. She was surprised there was no crack. Then, she turned her head towards him slightly. "I didn't take any damage."

As he stood, she was again offered a hand to be helped up.

Considering her body, did looking like a human female make her more susceptible to compassion? Good thing she didn't have her holoform going… Then again, that might have been more interesting.

Saruh politely took his hand, and was surprised when he pulled her up with ease. He didn't seem bothered by her presence unlike the first time she saw him. "I'm just glad you didn't cut me in half again."

Steve furrowed his brows, and soon rubbed the back of his head. "I'd almost forgot… Sorry about that… and sorry again for that…" he gestured slightly at her. Saruh simply shook her head, and caught sight of the punching bag.

"Did it do something to upset you?"

Steve turned his head briefly, then his eyes widened. "Wha? Oh, no. See, sometimes us humans train by…" he trailed off. Saruh was smiling.

Tony would be proud.

Steve chuckled and turned back to the punching bag. "Guess you're learning more than I thought… What were you doing behind me anyway…?" he asked, suddenly remembering. Saruh walked around, looking at the bag curiously. "I was observing. You were the movement I heard after I got up this morning. I then got…_curious_, by your display." She turned her head to him. "If it's not a trouble, could you teach me? Fury let me join SHIELD, and I'd prefer having an idea what to expect."

"Well I can tell you what to expect without showing much. For one, you have to get up early…which…" he trailed off, looking at the clock. "-shouldn't be a problem… Two, you need to have strong commitment and loyalty."

"I may be artificial, but I keep Tony and Pepper in mind if I have doubts… Can they be the reason for my commitment and loyalty?"

A small smile reached his lips. "Having a reason is always worth fighting for. I think you'll do just fine in SHIELD. After the basic stuff though depends how hard it gets. If you stay on the sides for computer stuff, you should have smarts… Like, crazy good smarts. On the front lines though, it's a lot of work and learning."

Saruh lowered her head. "I'm not too sure, now. The plan was to stay on the side, use my technology to help dismantle Ultron behind the scenes. Last night though, I thought, what if Tony needs me? Or perhaps even if I think lowly of myself in battle, it might make the difference to save someone… I've been so conflicted lately."

Steve looked down at her a few moments. It was endearing this robot was so easily open to him. It showed trust to those she barely knew personally. Like a child just taking someone's word of what was good. And that child saying what was on their mind, because no one had told them that others didn't care, or they thought ill of them. But Steve didn't think that. He just wondered if that day would ever come she would learn not to take everything as truth. Even Tony could lie.

"Then follow your heart… Or closest thing to it."

"Is that what you do?"

"It's the second thing I do. Working out clears my head first." All the sudden, his fist slammed hard into that punching bag. It wheezed back away from him, and slowly reluctant came back for another fist. Saruh tilted her head. "If we'll be fighting Ultron's metal drones, why do you fight leather and stuffing?"

Steve opened his mouth… and then closed it. He raised a brow slowly, ominously. "Would you rather I practice on _you_?"

Suddenly a component in her system whirred on high, heating up. A dead giveaway to nerves. "I hear someone else waking up. I'll see you later, Steve Rogers."

And as that robot briskly headed to the door, Steve chuckled to himself.

To think in his life-time he'd have a better conversation with a robot than most people.


	15. The Widow's Sting

When she stepped out of the elevator, she saw a welcoming face in the kitchen. Bruce Banner smiled over his shoulder. "Good morning."

Saruh cocked her head and approached, but looked around in the process. She had never had a reason to be in the dining room before. It had an attached kitchen from the doorway, and both were large and fancy. Tony must have used this place during meals or to impress important company. She almost marveled at the long, dark wood floors and furniture. And then from the fancy ceilings hung chandeliers. Her foot almost caught on a chair from staring. Saruh made her way through the doorway where the kitchen was, and came up to Bruce's side.

"What are you doing?"

He was stirring something around on a pan. It was fluffy and yellow in color. "Making breakfast… Guess your question makes sense. Never had a reason to eat, huh?"

She shook her head. "No, but I have been given taste buds and a storage capacity to hold food though… Not that I see the use in it all."

Bruce poured the substance all onto a plate. "Well, sometimes having fun is more important than logic… Don't tell anyone I said that." He smiled. Saruh followed a little ways behind him as he took a seat in the dining room. She sat across from him. "Are all the Avengers here today? I saw Mr. Rogers earlier."

Bruce chuckled and stuffed a forkful in his mouth. "Makes sense... Always been an early bird. Yeah, most of us are here today. When we arrived last night, we were too tired to go back to SHIELD or go home. Sometimes we just stay the night." He shrugged, going back to eating.

Saruh rest her head in her hands, lowering her eyes. Slowly, she raised a brow as he took a drink.

"Liquid fruit components?"

He chuckled. "Yep! Its pretty good too-"

"Detached muscle proteins and fibers from a pig's side?"

He blinked. "I get the idea, please, no need to-"

"Chicken menstruation?"

Bruce had a hazy look in his eyes, and his cheeks puffed. Slowly, he pushed up from the table and placed a hand over his mouth. Then, he glanced at his eggs and then ran for the restroom nearby. Saruh cocked her head at the strange noises in her audios. She looked back as the elevator doors opened and Tony came through. He smelled fresh of soap and his hair was shiny. That explained the running water she noticed minutes ago.

"Look who's up bright and early." He smiled, placing a hand on her head and ruffling it. She figured if she had hair it would have been messy. Tony lifted his eyes. "Was someone eating?"

"Bruce was. When I determined what his food is he left the room in a rush…"

Tony was chuckling quietly and his shoulders began shaking. "You, uh, did the eggs too?"

"Yes. Why?"

"That's how you make a vegan sweetheart. Most people though prefer not to have their food evaluated." He explained, making his way towards the kitchen. After he arrived, Pepper soon came through and gave a polite good-morning. Then Steve and Natasha arrived together. Steve politely smiled at her, and Natasha seemed awkward, but did the same. Everyone headed towards the kitchen.

Saruh stared, wondering if a human's eating rituals were that important. It must be vital. Their feet took them there without much thought. As she watched from her seat as they went about, either cooking like Bruce or pouring something into a bowl, it surprised her when Thor dragged himself over and sat next to her with a heavy thud. She swore the chair under him was crying in protest. His blonde hair was frazzled from sleep, and his eyes half open. He was wearing a loose t-shirt and jeans, which was odd compared to his former Asgardian gear.

He rubbed his face with his hands and breathed out a yawn. Saruh continued looking at him. "Do you cook for yourself or does someone else do it?"

Thor did a double take, as if just noticing her. "Oh, Lady of… Saruh." He corrected himself, shaking his head. It was interesting to see how others were in the morning. Steve was just fine and Thor… was he half alive? "Good morning to you. Usually they handle it...Mostly since I've been banned from there." He continued, innocently. Thor resorted to stretching comfortably, causing Saruh to realize something about the Avengers when Natasha sat nearby, casting her a brief glance.

She and Tony would always be close. They had their relationship, so it was obvious. Bruce was a friendly face and he seemed to like her enough. Thor seemed comfortable with almost anyone. Her presence was treated like anyone else. Steve was warming up to her, surely. This morning proved he wasn't as wary as before. Clint however wasn't present. That's where her view of the Avengers changed slightly. They weren't all the same. For whatever reasons he wasn't here. Maybe he felt guilt or distrust. Last was Natasha. Saruh couldn't figure out what she'd done wrong. Perhaps the human female had a bad encounter with Ultron, and now, she distrusted any non-organic creatures.. Or maybe it was simpler than that. Maybe she just didn't trust Saruh.

It was an interesting perspective, and she certainly didn't blame Natasha for it. Perhaps it would just take time.

Saruh turned her head as the others returned with their food ready. Pepper arrived carrying two plates. She set the heavier one before Thor, and the other before a confused Saruh. "Saruh, you wanted to learn more, right? Have breakfast with us. Why don't you start up that holoform for a more realistic experience, too." She smiled, making her way back to the kitchen. Thor stared over lazily with his mouth full, wondering what a holoform was.

Saruh figured it would be logical, and activated her holoform. It was odd to use human colored hands again. She noted all the pauses and heads turning with a bat of her fake, blue eyes.

Bacon was hanging out of Thor's mouth. Steve paused in surprise, but smiled slightly as he took a seat across from her nearby Bruce's empty chair. Natasha had her eyes trained on her like a hawk. Slowly, she sat down with her plate next to Steve. Saruh turned her head, feeling an uncomfortable churn in her empty stomach box.

She's made a mental note in her files to place up a formal guard in Natasha's presence. The short haired ginger woman slowly turned her eyes to Steve. The Captain glanced over as he ate and rolled his shoulder at her.

His silent way of saying _relax_.

Natasha was quiet and careful as she ate. Tony soon came in, whistling as he put his plate next to hers. "Excuse me, may I have your autograph? You might just be the prettiest thing I've ever seen." The feeling of embarrassment was warm and annoying. She turned her attention to her plate and inspected a piece of bacon. Then, picking it apart, she put it in her mouth and made a note to chew. Pepper sat on Tony's other side just as Bruce returned, tired and letting out a heavy breath. He gave out his good-mornings and sat down across from Saruh again.

He ended up doing a double take. "Tony, who's your friend?"

_Most_ of the people at the table laughed. As breakfast neared its end, the intercom went off. It had to be used in place of J.A.R.V.I.S these days. "Sir, someone by the name of Parker is requesting to see you. He's insistent on coming up and has denied the staff helping him with anything."

"Send him up. Give the kid clearance, too."

So it clicked off, and by then Saruh stopped her eating. She swallowed a piece of orange whole and turned her head. "Would you mind if I spent the day with him?"

He thoughtfully hummed. "Just be back before your bedtime."

This made her tilt her head. Tony laughed quietly as Pepper elbowed him. He waved her off. "Go. Go nuts."

The artificial young, vibrant face smiled brightly. Saruh leaned over and hugged him tightly. Then, she raced to the elevator, short heels tapping away for realism the holoform provided. After the doors closed, Thor innocently took it upon himself to finish her plate. No one noticed.

Meanwhile, Natasha had her eyes across the table. She wasn't eating.

"Tony."

Steve leaned back in his chair slowly. He knew that was coming. His eyes shifted over in a warning that said 'don't go there', but she didn't look at him. Tony turned his head over. Natasha had furrowed her brows.

"How can you be so sure that thing," she corrected herself with a turn of her head, "_Saruh_, isn't playing you?"

The table went silent. Tony had his eyes on her, swallowing slowly. Pepper glanced back and forth. Everyone else looked between Natasha and Tony.

"You're asking," he clarified slowly, "if the daughter I basically made from scratch over thirty years ago, is untrustworthy?"

"Tony, A.I means artificial intelligence. I'm just looking at this from all angles. How can you be sure this isn't all a trick?"

"Because I _know_ her." he stated, pointedly.

Natasha looked him over. "How do we know you're not letting your emotions get in the way?"

"Natasha…" Bruce began, putting his fork down. Everyone else had either a watchful look on their face, or one that said 'why is this being discussed?'

Tony pushed up his sleeves, rolling his shoulder. Pepper looked at him from under her lashes.

He was getting annoyed.

"I get some things might be a _little_ off, but she's learning."

"Ultron learned, too. He also had a personality with it."

Tony stood up quickly. His brown eyes flared angrily. "If you think you can just compare those two, you're way outta line! I get it! Just because you had a crappy time in Florida because of-"

Natasha suddenly stood too. "_I saw him __**purposefully**__ destroy a building filled with people!"_

Everyone looked at her quietly. Natasha was reddening. She lifted a finger, slowly. "I saw one of those drones look around, with purpose, with _intent_. I saw him spot that building… It was filled with tourists... There was…there was laughter. I faintly heard it when he sent it crashing down." Natasha then looked back down to the table. "I don't doubt you… you _care_ for her. But don't act like something is impossible… Wasn't Ultron your trusted creation too once?"

Quickly, she turned and left the room.

"Natasha…" Bruce pushed up and went after her before the elevator doors closed.

Breakfast was short that day.

* * *

The air whipped at them wildly on the roof's edge. Saruh couldn't deny how invigorating it was. It was strong, fresh, and amazing. Peter must have known it too.

He wore a big smile.

"So, you ready?"

"I'm still not sure I understand…"

"For starters, it's a nice day! Might as well have some fun with it. And the reason I want to do this is because I need more practice. I'm still new to this hero stuff, and I don't wanna be stuck rescuing cats from trees all the time. So, since your holoform is still going, carrying you through the city would be great practice! Like I just rescued a woman or something! I can get a feel for it better… Plus you weigh as much as a man so I guess that's a plus." He shrugged.

"That's all mechanics." She stated. "If this holoform was real, I wouldn't be over one-twenty."

"Geez, I guess you really are becoming a human girl. So touchy." He chuckled, taking her hand. Saruh looked at him, and then with a sigh, she came closer and wrapped her arms around his neck.

"Fine. Learn if you must, Spidey-boy. But if I feel you slipping, my thrusters are going up."

"Done. And it's Spider-_Man_."

"Whatev-"

And then he pulled her off the side of the building. They fell like a rock past all the windows, faster and faster. Saruh's expression was blank as he whooped and hollered behind his mask.

What a strange little boy.

As they neared closer to the ground, Peter kept an arm around her and used the other to shoot a web. Saruh's head jerked up, trying to follow and analyze it. But it was too quick. He used it to swing, and swing they did. People below shouted and marveled all sorts of talk loudly. Peter was grinning under that mask, she knew. He loved the attention.

While they were going down the block, Saruh pressed her head to his chest. His heart was racing with adrenaline. "Peter, are you into this 'hero thing' for the publicity, or saving people?"

"Why not both?" he grunted out, using his strength to send them again high into the air.

Saruh didn't respond to that. "It would be a shame if you let it all get to your head. You have amazing super-human abilities that could work well for saving people."

He lifted his head. "Guess you have a point there."

As they passed by the park, Saruh paused. She heard a strange noise, and they were leaving it behind. "Peter, stop!" Abruptly he turned his body so that they landed in a tree. He set her down on a branch. "What is it?"

Saruh turned her head where they had come from. Then she heard it again. Quickly she jumped out of the tree, all twenty feet down. A nearby family stared as she landed without so much as a stumble, and ran back. Peter jumped down too and awkwardly waved.

"Ah, nice Sunday lunch you got goin' there… Stay in school kids!" Then he quickly ran after her.

Meanwhile, Saruh had stopped before a tree. She looked up at the foliage. Peter briefly glanced up and set his hands on his hips.

"Can we get moving soon? I don't want people to recognize me and swarm."

"I don't think you have to worry about that."

Before he could ask what that meant defensively, she had gripped the tree with strong fingers and climbed up. Of course, no one saw the metallic body doing all the work.

About a minute later, she jumped back down with something in her hands. Peter lifted his head curiously. "What is it?"

Saruh was smiling big, and she opened her arms. There sat a fluffy black kitten with long, soft fur. "Oh."

"I love him."

"So you keeping him I guess?"

"Yes, because I love him."

Peter leaned back. "You really like cats, huh?"

"I'll name him JJ. Joansie Junior after my old cat." Being a cat lady must have been natural to Saruh. She held it close to her neck, smiling all the while. Peter rubbed the back of his neck. "So are we gonna-"

"I'm sorry, Peter. This guy-" she paused, quickly lifting its short little leg, "_girl_, is going to need some supplies. Later today I have to meet up with SHIELD."

He sighed. "Guess I can't stop you. I want to be an Avenger one day too. Let me know how it goes!" he smiled, backing off. Then, he turned and webbed off into the city. Saruh made her way back to Stark tower, and along the way stopped at a pet store. There, she bought a bag filled with toys, kibble, and formula since she might need it. Litter and a box she would have to get later. It was a relief though that Stark clearance was also a bank card.

JJ fell asleep in the crook of her neck and shoulder, peacefully sleeping to the rhythm of her walking. It seemed she could not distinguish between the holoform, and the metal she slept on. Her rumbly purring proved she was very happy.

All the sudden, as she passed by an alley, there was a snap through the air. Something shot out and coiled around Saruh's throat. With surprising force she was thrown into the alley, dropping everything in her arms. Little JJ went flying and scampered away to hide.

The young woman landed on the dirty ground with a hard, metallic clunk. It was a whip around her throat, which slowly uncoiled. Immediately her processor felt less fuzzy. When she lifted her head, those projected blue eyes widened.

Natasha Romanoff stood there, stiff and glaring.

"Take down that holoform." She demanded. "_Now_."

Something moved in the corner of Saruh's eyes. It was JJ running back to her. When she hastily reached over to protect her, a heeled boot collided into the side of her face. A sad mechanical whir left the robot as she rolled away, again scaring JJ off. A lone spark popped out as she pushed herself to sit up. All the warning signs were flashing again in her head. But they were slow to flash.

Fighting an Avenger could not be processed.

Saruh couldn't figure it out.

She didn't have the concentration at that point either to keep the holoform going. It fizzled away, leaving the robot to sit there and look up at the woman. "Natasha…? Why are you-"

"_Take off the visor."_

Saruh's lips parted in confusion. She had almost forgotten about the black holoform visor meant to protect her eyes that automatically appeared during combat. The next second, Natasha had the barrel of a pistol aimed directly at Saruh's face.

"The visor." She warned.

Saruh couldn't move. Nor did she want to know if she could reflect a bullet. Surely her armor could, but that same feeling she had recently slowed her system. Antifreeze in her system, she called it.

Fear.

So, the visor slowly fizzled away. The only difference now was color. The same wide, crimson eyes stared up at Natasha, shaking and trying to figure her out.

Natasha thinned her lips, staring hard at Saruh like she was having an internal debate.

A soft meow broke the silence. JJ came over again, but her front leg was bent with her limp. Coolant immediately came to Saruh's eyes, but she dared not move. Instead, her eyes shut, allowing the coolant to run freely. "JJ!" She cried quietly, upset to see her like that. Natasha glanced over. "…JJ…?"

The robot actually began to cry. She couldn't lose another pet. To hell with her own safety. It hurt too much to lose them. "I named her after Joansie. H-he died years ago." Saruh cried, so desperately wanting to hold the kitten and comfort her, but she didn't want that bullet.

Natasha lowered her eyes to the ground. Little toys were everywhere, along with a little bottle and can of kitten formula. Instantly, Natasha remembered the building in Florida. A mother who hadn't been in that building lay crying at its broken rubble, and held a baby rattle to her chest sobbing.

_Was there any difference here?_ Heartache was heartache.

Natasha furrowed her brows and turned. "Get out of here."

So Saruh didn't waste a second, holoform flickering back to life as she scooped up that kitten and ran as fast as she could to Stark Tower.

Natasha stood alone in the alley, wondering if at that moment, _she _was more like Ultron than that A.I...

And as she stood there, the security camera above her clicked off.

Ultron laughed to himself.

"_**Now this tidbit might be useful…"**_


	16. Specials Chapter 1

_**A/N:** Specials are chapters that take place out of the main storyline. But they are important! _

* * *

It was only because of Tony's request that she was even out at such an hour. Crabbiness wasn't part of her routine, but being reminded at one AM that she'd skipped a 'request' from Tony put her in a mood, to say the least. Being shut off, or recharging, was a treasure these days. SHIELD work was tiring, and though her energy reserves were always high and running, being disturbed from that peace was a learned annoyance. Seeing Pepper or Tony having to get up in such ungodly hours for whatever reasons gave her the idea that getting up was to be dreaded. Not that she particularly liked being this way, but it would be more realistic.

The cold, dark breeze of that hour whipped at her face. Tony suggested she get as much flight practice as possible. However, only the dark hours permitted her training. Otherwise she'd be spotted and he didn't feel like dealing with the media.

"Guess I can't complain too much." She would reason, and look down below. The city was quite beautiful below her. Only a small number of people were actually going about, and what lights were still on softly shone through windows. The large neon displays on buildings had dimmed down, knowing at the hour not much would be passing by anyway. Then, Saruh would turn her feet, directing the thrusters to face her up to the stars above.

Staring up at those stars in the quiet, empty night faded that crabbiness away. How many people, or any creatures could enjoy a sight like this…? The stars shone without care, millions of miles away, perhaps already dead. Their light could take years to reach this one spot, as if for her alone to see. Saruh felt privileged to look up at them for so long. One of those stars shot across the sky, leaving a soft glowing light after it. Saruh turned her head, watching it fly away to the far North. Maybe some lucky Canadians would find it.

A feeling of delight welled up in Saruh's chest. Ultron had been silent lately-which was good for all of Earth, everyone was fine with the Avengers, SHIELD technology was improving slowly (_with her help, but she wasn't taking full credit_), and she was happy. Free as a bird, with no immediate problems on her mind. How many could make that claim?

Her lips tugged up at the corners. Then, without so much as a sound, she turned her thrusters off. Saruh leaned her head back, watching backwards and upside down her descent to the Earth. Between buildings she guided herself, and growing closer to the ground, her thrusters swiftly hummed to life and propelled her smoothly back up to the sky.

A passerby down below on the streets swore he heard a laugh, somewhere in the sky, but ignored it. It was late after all. People heard things.

Saruh put her direction back towards Stark tower. It stood proudly among all the other buildings, but dark in the night sky. As she set her eyes on the roof, a loud, sudden explosion interrupted the peace. It startled Saruh enough she fumbled and caught herself, looking down with alarm. On the fifteenth floor the glass windows had blown out, and amid all the smoke, a large figure jumped out into the darkness below.

Saruh's mouth fell open. Did that thing have a _tail_?

Immediately she flew down into the new hole, minding all the torn pieces of building sticking out now. Her visuals were obstructed by the sheer thickness of the smoke. As she took a step forward, her foot collided into something. It was soft and small. Saruh cleared her intakes with a cough and reached down, pulling it up with a strong hand.

It was… it was an infant.

Saruh quickly readjusted her hold on the tiny thing to not cause pain, and looked around. Had one of the staff left their children? She may have been fine with the smoke, but the health class she'd taken recently reminded her it didn't bode well for humans. A few steps later towards the broken window, and she ran into another baby. The A.I stared down, trying to process what was going on. But the priority made itself clear.

Save the humans.

Saruh picked up the other and flew to the roof. She quickly placed the unconscious, still infants on the hard, cold floor there and rushed back down. The process went on until she had seven in total. Even then she double checked and scanned the entire perimeter of the room. But the flames burned brightly and warmed her to the touch. Saruh didn't want to push how flame resistant she was, and returned to the roof. Security would handle the fire.

Her thrusters slowed her to a gentle landing. It was an odd sight she could have never imagined. A roof filled with tired, smoke stained infants. At least the cold air would do them good. Saruh leaned down to the nearest, and gently picked him up. The A.I cocked her head, marveling how her hand covered its entire small back. The sleepy thing couldn't keep its head up either, and she realized she had to support it. Then, her eyes trailed down an inch.

A circular orb glowed in his chest. It took maybe a half second, if that to register the baby's identity.

"Tony?!"

And that was how you made seven babies start crying.

Saruh reasoned it was best to keep this discovery to herself. Who knows what the staff would do? Although panic wanted to take over, she kept calm for their sake and followed basic logic. For one…despite this situation made no sense at all to her, she would have to find them a place to stay.

And then she remembered the daycare. It was a higher floor, so that the children could be safe. It was meant for staff, but Saruh had the clearance to order off any floor she wanted without question. Saruh tuned out all the wailing and pressed a finger to her audio, activating her internal call-list. "Front desk, clearance 9, S.A.R.A.H, your order is to clear out floor twenty. No one is to enter unless by my specific given permission." Then, she clicked off. Surely all the stress over that explosion would make them act quickly.

Saruh wasted only a second looking those crying, practically naked babies over. All their clothes had been too big to stay on them. There was Tony, who was still glued to her and would wail loudly if she moved him away, then Clint, Natasha, Steve, Bruce, Thor and… the last the couldn't recognize. But he looked a year or two older. Nonetheless Saruh managed to move them all to the elevator, immediately down to floor twenty.

Floor twenty was basically the children's level. Staff would drop off their kids during work hours, and that was its purpose. It was awful generous of Tony to allow this, since he had extra space anyway.

When the doors opened, Saruh pushed the 'halt' button. The doors wouldn't be closing for a timed ten minutes. That would give her enough time to move them all safely.

As she went, she took a few moments to look around. The elevator doors led to a big hallway. Immediately in front was the main room with a colorful door keeping it closed. The front desk was empty, as her orders made clear. Down the hallway were a few spare empty rooms, and a pool room across the hall. Saruh pushed open the main room door and blinked around. Plenty of colors, toys and such. Surely children would be occupied here.

Once she had set them all in the room, her shoulders felt lighter only a minute.

What now?

They were either crying or looking around scared. Not to mention that oldest one, who looked about two or three was latched against her leg. He had long black hair, and the biggest green eyes she'd ever seen. "Sweetheart," she began, getting his attention, "help me find some blankets. Okay?" The little thing nodded slowly and sauntered off. Saruh had figured they were cold, but this place didn't keep spare clothes. It was just a daycare, not a kid's shopping center. She managed to find some blankets and other cute things in the closet. Once she'd brought the stack over, she dropped to her knees and warmly wrapped each baby. A few of them began to stop crying. And at least they weren't cold and naked anymore…as much. Saruh flinched as that bare toddler returned with a box of tissues.

"Uh…t-thanks. Here." She wrapped a fuzzy blue blanket around him and made him sit. "Just…relax. I'll be right back."

And then he began crying.

"Alright, you can come with me. But keep that blanket on you." So he held it tightly over his pale skin and again clung to her leg. Saruh awkwardly lifted it out as he sat on her foot, but she did end up carrying him that way just outside the door.

They would be fine on their own for a few minutes. For now, she had to make another call.

The sound of seagulls and waves crashing greeted her as Pepper answered. "Oh, hey Saruh. I didn't expect to get a call from you. What's up?"

How would she go about this? Pepper might not believe her. "Uh, Pepper, how do you take care of…babies? I'm taking a human class at SHIELD." She dismissed quickly. Well…it was partly true anyway.

Pepper paused. "Well… let's see-"

"And a lot of them, too."

"Is everything alright? I can cancel this meeting-"

"N-No! You just, stay in France. Enjoy the beach, I'm guessing."

Pepper chuckled. "_Don't tell Tony_. To answer your question, babies are a lot of work. When I was growing up I always babysat over the summers. Usually they tell you what's wrong if you know how to read them."

"…uh huh. They can speak?"

"No!" Pepper laughed. "If they cry, it can mean they need a new diaper, they're hungry or fussy, maybe they just want some love."

Nothing made sense anymore.

"…thanks, Pepper. Bye."

"Glad I could help. Bye."

Once there was a click, and she was calling again. A sleepy voice reached her ears. "Saruh?" Peter groaned. "Geez… it's…it's almost two in the morning. You know I have school-"

"Forget school for one second you awkward hormonal dork! I'vegotsevenbabiesthatapparentlytheavengershaveturnedintoandPeppersaystheycanbeveryconfusingandrightaboutnowmyprocessorisabouttoexplode!"

"…what?"

"GET OVER HERE."

There was an annoyed grunt and him clicking off the phone. Saruh vented out slowly her nerves, but stopped halfway when she looked down. That doll baby was looking up at her with watering emerald eyes. A sigh left her lips as she scooped down, picking him up in her arms. Then, she turned and headed back into the room. It was still loud.

"Here. Its okay. Don't be scared." She handed him a small chalkboard and a piece that went with it. "Can you write your name for me?"

At least to distract him. The emotionally compromised tot nodded and shakily went to work. While he did that, Saruh took the time to check them over. Tony was fine…just fussy. He wasn't happy unless she was holding him. So Saruh quickly tied another blanket over her shoulders and put him in it, that way he'd be close to her without her doing anything. The robot shuddered as the messy haired thing giggled and drooled happily against her shoulder.

_Next_.

Well, now she saw why little Clint was crying. Long haired Thor was pulling at his hair. So she separated them. Immediately Clint went to sleep, and then Thor's lip began to quiver. Alarm flashed in her crimson eyes. Quickly she placed a stuff lion in his hands. "There, pull the toy's hair." Thor was content with shredding it as much as his tiny, angry fists would allow. Next was Steve. Like a good little boy he was off by himself, having crawled over. He had placed all the toys in a line and sat in front of them, babbling nonsense.

Saruh softened up at that. "Train them good, Capt'n."

It was the loudest baby that piped up. Curly haired Natasha made it known clearly she wasn't happy. Saruh scooted over, and winced as Natasha took one glance at her and screamed louder.

Were her red eyes scary? So Saruh forced a smile, scrunching her eyes shut like those cute animes she'd seen. (_Ones Peter made her watch_.) Natasha quieted down, but still pouted unhappily. Then, when Saruh turned her head and was almost slammed over by a strong scent, she realized why Natasha was crying.

Baby Bruce sat there, innocent and carefree. And having ruined his blanket. Saruh took a shaking finger and pulled it back an inch.

Then, the robot's shoulders lurched and she turned aside, gagging. "Thanks Tony for giving me the gag reflex!" Sure enough the little genius on her shoulder just giggled, as if saying 'haha'. Saruh reluctantly looked back at Bruce. He was staring up at her, expectant.

Saruh frowned. "Now I know why they call you Mr. _Green_."

It was the worst, drawn out ten minutes of her life. Not only was she going on a limb, but Tony was giggling in her ear the whole time. Finally, Bruce was clean and in a new blanket, asleep. Saruh would have cleaned her hands up to the elbow for hours if she could. But the eldest tot returned to her seeing as how she had a moment again. He held up his small chalkboard, smiling proudly. And in his shining, hopeful eyes he hoped for approval.

On that scribbled board was four letters.

LoKi.

Saruh's eyes darted back up to him.

She knew about him from SHIELD records. He had killed many people, and lived up to his name of being a trickster. But she never knew what last happened to him. Was it possible he had something to do with this all?

But…he was still a child. Unless that too was just a trick.

"Loki, do you remember why you were here at the tower?" she asked, lightly. Instead of looking caught, he bit his lip and furrowed his brows. "I…I was hiding."

"From who?"

"My brudur."

"Why were you hiding from Thor?"

Again, he furrowed his brows. "I don't remembur. He… he did somethin mean and I want to play a trick on him!" he recalled, eyes shining.

"Did you play a trick on him by turning him into a baby?"

Loki quickly shook his head. "No. A big scary monster came and threw a ball. It went BOOM and… I don't remembur."

That must have been the creature Saruh saw. Then, she caught sight of Peter in the doorway. He was staring, wide eyed. "That explains it… I knew it." He breathed. Saruh quickly rushed over, gesturing. "Do you know who could have done this?"

Peter glared at the wall. "I have an idea… In fact I heard him mention the idea a long time ago. But he said the results weren't perfect. The duration wasn't permanent."

"Who?"

Then, he clenched his fists and pulled his mask over his head. "An old scientist I should have taken care of." As he turned, Saruh grabbed his shoulder. "Wait! You can't just leave me alone with them!"

"Saruh, you can't expect me to just- What, ignore a crazed lizard-man on the loose?"

"But he's long gone by now." She recalled, knitting her brows. Saruh continued to look at him, desperate. "_Peter, I can't take care of them myself_."

Spider-Man stared at her long and hard for a minute, and then with a sigh, he pulled his mask off. "I'll do what I can…" He turned his head, biting his lip. "It's weird seeing them like this… They seem pretty chill though. You sure you need my help?"

"Glad you asked. Here." She gave him her clearance card, which also had the bank account attached to it.. "I need you to pick up some diapers and baby food…lots of it. Especially if Thor can eat as much as I think."

So as he nodded and turned, he caught sight of Loki. The little boy was looking at his suit curiously.

"Who is this little guy?"

Saruh tried covering the chalk-board, but Peter already saw. His eyes widened, looking back at the boy. He pointed a still finger. "_That's_ Loki?"

Saruh swallowed. "Yes."

Peter thinned his lips. "Do you have any idea what that guy did to New York?" he asked, slowly. Saruh stepped aside, eyes on him. "If you feel like punishing him, then do it."

All Peter could do was look at him, hard. Little Loki didn't notice, thankfully, and turned his attention from the suit to a coloring book on the floor. He flipped though it and smiled at a butterfly outline. Then he grabbed some markers and did his best.

Peter sighed quietly and silently left.

Saruh's eyes swept aside, landing on Loki giggling and having a blast coloring. Even if he had been hiding for some ill-intent purposes, he was just like them now. A baby couldn't be punished for something he didn't even know about. Saruh went and sat in a chair nearby.

Everything was peaceful and calm now. She could rest her eyes for just a minute…

Then it seemed like she blinked and Peter closed the door behind him, waking her up. He smiled apologetically and set a few things down. A big container of diapers, many small jars of baby food and colorful spoons, and even a bag of clothes. "I saw they didn't have any." He added, shrugging.

Saruh smiled appreciatively. "Thanks Pete… Why don't you go on home, get some sleep. I figure those final tests are important to you."

He nodded, dragging a hand down his face. "Yeah, they are. Thanks."

She nodded. "Goodnight."

"Night…and good luck. I'll swing by after school to check on you." With that he left, leaving the A.I alone with seven resting children.

Saruh learned to take rest when she could, because a mere three hours later the babies were up and going again. Her systems whirred over the abrupt wake up call. Tony was still on her shoulder, but this time he squirmed uncomfortably. "Alright, alright. Hang on guys." So she set Tony down with the others and went through the food bag. She squinted her eyes uncertainly.

"They all look…gross… Babies eat this?" she murmured, cracking a jar open. It looked like someone beat the crap out of a carrot. Expelling the scent from her olfactory system, she took the jar and a spoon and set to work. She went to the fussiest and would work her way to those still sleeping. At least so they'd all be full. Again, Natasha was up and fussing loudly. At least until Saruh dove a bite of carrot mush in there. The little thing calmed down once the jar was half empty. To keep her occupied, Saruh put her in a little bouncy seat. She could swing and use her energy in it all she wanted to. Next was Thor. Instead of being spoon fed he took the jar himself and chugged it… and then another three jars.

Good thing Peter brought plenty. The little king was content to sleep again after that, messy face or not. Clint and Steve were fine, quiet little babies that put up no fight. They ate and went back to sleep. Bruce was hesitant eating strange food, but relaxed soon enough. Saruh put him in another bouncy chair next to Natasha. He really liked that.

Tony was what she feared.

He slapped the spoon away and pouted. He didn't like carrots. Slap. He didn't like peas. Slap. He wasn't going near the fruity mix.

Saruh pinched the bridge of her rounded, metallic nose.

Then, she had an idea. Maybe he would like it if she tried it. So, getting a new spoon, she took a small bite of apricot mush. The robot winced and forced a smile. "_Mmm_!" she emphasized. "So tasty! Yum!" Then another horrible bite. Tony leaned forward on chubby little arms, mesmerized. Of course, he wanted exactly what she had and wouldn't take otherwise. He didn't put up a fight either after she fed him. Then, of all things, he noticed the glowing machine in his chest and tried playing with it. Quickly Saruh dressed him in a little striped onesie so he wouldn't pick at it. Luckily he didn't care, and turned his attention to some toys nearby.

The A.I sighed in relief.

But one had not been taken care of. Loki sat in the corner, eyes downcast. He fiddled with his hands, glancing up under his lashes to all the babies either sleeping or playing. When he saw Saruh looked at him, he quickly lowered his eyes. Saruh pushed up to her feet and sat beside him. "Aren't you hungry, Loki?"

He shrugged his shoulder.

Saruh looked at him briefly. He was too old to eat mush. So she went and looked into the closet. There, she found crackers and juice boxes. "Do you like grape or cherry?" she called over.

Loki paused thoughtfully. "Cherry!" So she gave him one and a box of crackers. He seemed to perk up, but then he paused. "Aren't you going to feed me too?"

"Loki, you're old enough to feed yourself."

Then he looked back down at his lap, quiet.

It was hard to think such a shy, sad little boy could grow up into a monster. It touched something inside where her heart would be. Before she knew it, she sat next to him and pulled him into her arms. The little boy froze. Something else beside him was cold too?

He lifted his wide, emerald eyes at her. Saruh mustered a smile. She felt…sad for him. He was so sweet, so innocent… But it would make no difference once this all wore off. If they all remembered, Loki would no doubt return to being a murderer.

Loki sat there like he'd never been hugged a day in his life. Even more so when Saruh wrapped her arms around him, holding him tightly, but not too tight. Human sympathy had rubbed off on her programming strongly. For a few minutes, he kept still. And then, he turned his body and held her tightly in return. He didn't seem to care about eating. Saruh reached up, smoothing down a few unruly strands of black hair.

"You don't have to be alone anymore, Loki. I can be your friend."

He didn't respond. Instead, he closed his eyes. "You don't have a heartbeat?"

She paused. "No… I don't have a heart."

Loki held her tighter, smushing his face against her cold, metallic chest. "I think you do."

Why did she feel so close to him? This…protection she felt over him was beyond her programs. It almost came naturally. Saruh's lips quirked upwards. "Maybe you can do a little magic and make me one." She chuckled. But the boy was still and quiet, asleep. They all fell asleep again.

And, some in the room would reason it was magic that did the trick, instead of a misguided scientist trying to get at Parker, but only affecting the Avengers. One by one, throughout the hour, the effects of that 'baby bomb' wore off. They all slept, even Saruh.

She hadn't noticed the pressure on her chest lifted, nor the silent hum of clothes being conjured and placed on an adult body. When Saruh woke, as she'd set up for every twenty minutes to just check on them, a lone, cold finger placed itself against her lips. Crimson eyes opened, and her words died on her tongue. There crouched before her was Loki.

Only, those eyes were now sharp. It was hard to see that little boy anymore.

"_I won't be giving you a heart."_ He whispered. "_Because the one you've made for yourself is superior to any mortal one_."

Saruh glanced over, noting the others were still small. But Loki seemed to know her thoughts. "_It wouldn't be fair. I shall wait… you'll be among the few I spare_."

As he pushed himself up, a swirling mass of magic was made by his hand. A sort of portal. Then he headed towards it, but not before Saruh stood.

"Loki."

He paused, turning his head, but his eyes did not look at her.

"…are we still friends?"

The man turned his head back to the portal, and Saruh picked up a soft chuckle. The Asgardian wordlessly picked up his old juice box and disappeared through the portal- to who knows where.

But then, Saruh's eyes lowered as the portal vanished.

A lone rose was left on the ground.

After that, the Avengers quickly aged before her eyes. Saruh would need to talk to someone after this. Her processor was on the verge of overloading seeing something like that.

But, at least, when everyone realized they were naked and _remembered _more importantly, it was hilarious. It was even better when Peter returned at that moment, and screamed like a girl seeing a room full of his naked idols. Then, _they_ all screamed the more they realized the situation and used those tiny blankets they'd been using to cover themselves. One by one they bolted, either to the elevator or down the hall- all of them red in the face and panicking.

Tony, calmly and shamelessly walked out. "_Wouldn't be the weirdest thing I've experienced_."

It was the first time Saruh ever fell to the ground, tears in her eyes, and with laughter crying from her lips.

Peter was rubbing his temples and facing the corner. "You so…so needed to give me some warning…"

The only response was her breathless, non-stop laughter still wheezing from her vocal box. "P-P-Peter!_ Ican'tstoplaughing_-!" she cried.

"I saw things I _never_ needed to see, man…"

And that was how you overloaded a vocal box.

Peter was bright red in the face as he glanced over, still embarrassed.

"_Serves you right_."


	17. First Day at SHIELD

The level nine clearance card was flashed at the front desk without so much as a look over. Her path was straight to the elevator, and up to the garage. Her systems had recovered from the incident with Natasha. There wasn't as much physical damage as there was confusion. It caused havoc in her processor. An Avenger attacking her left Saruh with nothing to go on. No logic, no figuring out what someone else would do, nothing. It left Saruh confused, if not nervous of this problem. One way or the other, she usually could figure something out.

As the elevator lifted and dropped her off at the garage, her holoform fizzled away. A scuff was on the side of her head thanks to Natasha's boot. But a swipe of polish would clear it away. For now, she had to hurry. A SHIELD agent would be picking her up to take her to SHIELD. That meant Saruh had to get ready and say her goodbyes. These thoughts distracted her from noticing the waiting team in the garage for her.

Saruh took in a breath quickly when she noticed, startled. "Surprise!" They cheered. There was Tony, Pepper, Bruce, Thor, and Steve. "We wanted to send you off properly." Tony stated, lifting up a small glass of some alcoholic beverage. Pepper gasped and came over, hands on her cheeks. "What do you have there? Ohhh…" She fawned over little JJ, who still sat in Saruh's protective arms. When Pepper noticed her bent paw, she knitted her brows. "Aw, what happened?"

"I…she fell out of a tree. I decided to make her mine."

"Can you get to SHIELD and take her to a vet?"

Saruh lowered her head, only for Pepper to smile. "No worries. I'll see the little cutie gets the best treatment. Once she's good, I'll bring her to your SHIELD room."

Well, Saruh felt a little better now. But she decided against telling them what happened. It might only make matters worse. Tony came over and gave her a drink. "Come on, enjoy the time with us before it's all work and training. I've never seen you drink alcohol before, either." He smirked.

Saruh gave him a slight look and handed JJ to Pepper. The woman would look after the kitten good, she knew. Then, Saruh looked down at her glass of crystal clear alcohol. It smelled like gasoline. Quickly, Saruh chugged the glass and made sure not to process the taste. Turning off the taste receptors was easy.

"There."

Tony deflated, and as he opened his mouth, he paused. His eyes were on her head.

Saruh's lip curled in and she knew she was caught. Tony always took notice of the smallest details in things he created. She would be no different. "What happened?" he asked, turning her head with a hand. Saruh realized the others were watching, and it felt…degrading. Lightly she swatted his hand away, dismissive. "_Nothing_… Peter's still a little new with the webs, and I skimmed too close to a building."

Saruh distracted herself with getting some more of that drink for her glass.

At least so she wouldn't be in the spotlight. But somehow, she still felt their stares. They all knew it was a blatant lie. Either they were wondering what actually happened, or they were getting over the shock that an A.I could lie. And then when they recalled what Natasha pointed out earlier, they felt bad for wondering… Tony only furrowed his brows though, silent. Everyone else went back to talking, but in the back of their minds, they had to wonder…

Saruh didn't actually drink anymore.

What happened with Natasha felt like a thorn in her brain. It just wouldn't go away. The inability to make sense of something… she was surprised she didn't error and glitch on the floor.

"Excuse me," A strange voice called from the doorway, "I am looking for rank, Trainee Saruh." There stood a SHIELD agent, patient and waiting. All eyes made their way to Saruh. It was with a shake that she put her glass down and walked over. Tony caught her hand. "Hey, don't be a stranger, okay..? Visit when you can… We'll all be around." He pointed out, offering a smile. Saruh found assurance in his warm brown eyes. It was just what she needed.

The A.I gave him a tight hug.

"Hey, I'm not in the suit y'know. Don't go crushing the ribs."

Saruh pulled back, chuckling. She gave Pepper a hug too and gave JJ a soft good-bye. Then, she waved to the rest of the Avengers.

Surely she'd be seeing them around. She hoped to see Tony the most, though.

The Agent was looking at her, and when she caught sight, he nodded. Then, they walked to the elevator and headed to the roof. On the way up, Saruh clenched her fists.

This was it.

This was the path to helping SHIELD, and stopping Ultron. Saruh just hoped she could be useful in all this. When the elevator doors opened, and the spinning blades of the chopper rang loudly in her audios, she had no choice but to confidently lift her head and follow the Agent. Along the way, a forced confident glint went over her eyes.

At least now no one would suspect her of nerves.

They climbed inside the helicopter and buckled up. The pilot looked in the mirror and gave a thumbs up. The Agent beside her copied the gesture.

Then, they lifted into the air.

Higher they went above buildings, and the further they flew. Saruh kept Stark Tower in her vision for as long as she could, but ultimately it became a dot in the distance, and then it was gone.

Saruh slowly looked back ahead, gripping the cushioned seats underneath her.

The only home she'd ever known was now far behind her…

As Saruh brewed in her thoughts, and clenched her fists, a voice spoke up above the helicopter. "I'm Agent Daigre, by the way."

Saruh turned her head. She hadn't really paid much attention to him. All she'd seen was the suit, and aside from that, she focused on it being 'go time'. But now she looked directly at Agent Daigre. He was young, maybe just a few years older than Peter. His skin was fair and clear, with short well-kept brown hair parted off to the side, and somewhat curious hazel colored eyes. Saruh assumed by society's standards he was decent looking.

"You have an accent. Where are you from?" she questioned.

His smile showed he had a touch of dimples in his cheeks. "France. My full name is Cody Daigre. I moved to America when I was ten, but I guess it kept with me." He shrugged. Saruh noted he had yet to stop looking, and she wondered if she was equally as blatant with her staring sometimes. "Is there something on my face?" she asked, using her arm as a reflective surface to see. Cody's eyebrows shot up.

"Oh, no no! Sorry… I've just never met a robot before. I assumed you looked more futuristic like the robots in Detroit Become Human... I love that game." He said that last part more to himself, leaving Saruh all the more confused. "I do have a holoform… which, I'm assuming I'll use for my training. If I'm to become a SHIELD agent, it's probably good that I don't stand out."

"Good idea." He was doing it again. Saruh swallowed and finally looked over.

"_What_?"

He gestured his arms. "Can I see the holoform? I've already nerded out over meeting non-organic sentient life-"

"_Agent Daigre_." The pilot reminded, meeting his eyes in the mirror. Sometimes a new Agent needed reminding sometimes.

Amusement and curiosity filled the A.I as Agent Daigre took correction with stiff seriousness, and sat perfectly still and quiet in his seat after that. Oh, she couldn't help activating her holoform. It happened in just a second, and innocently Saruh looked out the window. The city was far behind now.

She also picked up Agent Daigre's silent 'wow'.

The ride didn't feel as worrying with an apparent new friend there. She could tell he loved his job, but sometimes the curious person he was did slip through cracks of his rank. It was a very human aspect that relaxed her. SHIELD agents were still human.

When Saruh looked out the window again, she saw an endless ocean below her. The A.I leaned out closer, amazed. It was so vast and endless before her. She'd assume it went on forever if she didn't know better. Then, the helicopter pulled up higher and higher. Saruh watched as clouds passed by the windows, and she even cracked the window to try and grab one. Guess she'd never know if they tasted like cotton candy.

Then, atop the clouds was the SHIELD ship. Saruh blinked, amazed. It was bigger than she thought. The helicopter landed on the roof with a soft thud. Now that the blades slowed down, she was able to hear the rushing air.

They were very high up.

Saruh followed after Agent Daigre when he opened his door, and shut it after her. When she lifted her head, there stood Fury by the elevator entrance. He, as usual, had his arms crossed behind his back.

"Good to see you again." he nodded, and swiftly as that he turned. "Let's head inside to talk." So, the two followed behind him and entered the elevator. Saruh turned her head as Fury spoke up. "We'll be getting to this quickly, Saruh. You won't go through the introductions as a basic trainee would. Being an A.I, you have certain advantages. One glance at a map and you'll know the way, correct?"

"Yes, I can take a picture and save it for reference if I must."

"Good. That's exactly what I mean. That can save us time so you can begin work immediately. We'll need you up to SHIELD standards before you can be any use to us. Know our ways, and what we can expect, and lastly pass all the tests will make you an Agent. What would normally take years for a human we hope to accomplish in a few months. Are you able to perform to the level we expect, and need?" He asked, turning towards her. His dark eye made her nod stiffly.

"I am able."

Fury looked back ahead as the doors opened. "I don't mean to sound unfair, but the world needs any help it can get. You're that help, at the moment. We just don't have the time to evaluate you like a human. You'll be beginning your training immediately. Agent Daigre will take you to your assigned quarters and give you the basics. After that, your training officer should arrive to pick you up… Best of luck." Then, swiftly, he turned and left down the hall.

Agent Daigre did the same the other way. "Come on. He wasn't kidding. If you're working five times the rate faster than a human to become an Agent, that means you'll need to learn a few hundred things. Today, that is." There was urgency in his voice as they went. Saruh kept up quickly, but found it a struggle to note all the halls and where they led. If she had a free moment later, she would be sure to.

The residency hall for those who lived on the ship came around the corner. The rooms were…very small, but sufficient. There was a bed, dresser, and space for a desk. No windows or anything. Plus, the walls, floor and ceiling were all a basic steel. "It's not much, but it serves the purpose." Cody shrugged. "The restroom and cleaning rooms are across the hall. I think that-"

"Agent Daigre, _dismissed_." A woman's voice called. Agent Daigre suddenly looked at Saruh apologetically for some reason. Then, he stood stiff at attention and went off down the hall. Behind where he stood was a tall, thick woman. She was at least six five, with strong features and thick muscles. Her short black hair was gone in a buzz-cut, and the size of those biceps could probably crush Saruh.

She quickly gave her a chip. "Scan it. It's a program for your holoform to have a SHIELD outfit. You can't train in that silly civilian outfit, even if it is all fake."

Ouch.

But… Saruh did need the holoform. She needed to get used to it. Otherwise, she'd be a distraction to everyone else here. No one could afford that right now.

One sweep of a scan downloaded the outfit. With a hazy flicker, Saruh's dress faded to a dark navy blue uniform.

"I am commanding Officer Greta Handworth. You will address me as Officer Handworth. Is that understood?!"

Saruh's brows shot up, confused. "_Yes_…? Can we get to the training? Fury really needs my help to save the world, kinda…"

_Was that purple vein popping in Greta's forehead normal?_

"YOU CARRY YOUR METALLIC ASS TO THE TRAINING ROOM, NOW!" she hollered, as if Saruh couldn't hear. Then, she pointed a thick finger down the hall.

"I don't _know_ where that is-"

"_MOVE_-"

So she ran… and accidentally ran into the men's bathroom. And with Greta barking at her heels, she came in too.

That was how you made fifty grown men yell and flop around...and seeing a naked man for the first time wasn't as attractive as Saruh had wondered...

The first day was looking great already.


	18. Heroes and Sundaes

The week had flown by with no pause for breaks. The days came and went, as did the nights. When one trainer got to the end of their shift, they traded Saruh off to the next. That way, it had been a full seven days without stop for Saruh's training. She hadn't once been to her room either. Their expectations were as high as she dared to imagine. Whereas humans had lunch breaks and time to sleep, Saruh found it…bothersome, she wasn't given the same time to herself. But she couldn't be selfish. She knew it would be hard…

Still, she would have liked time for possibly one phone call to Tony. But that following Monday morning, when Officer Handworth finished the night shift with her, she was allowed only that day alone for herself. Saruh wasted no time heading to her room. Along the way, she counted the seconds it took for Tony to answer the phone when she dialed.

Hearing his voice felt like something she hadn't heard in forever.

"Saruh?"

And then, it felt like the week's pressure and nerves faded away. "Hey Tony. How is everyone?"

"Great, actually. Good to hear your voice again… you sound tired."

"You have no idea." She sighed, quietly. "I haven't had a moment to myself. They stick me with a trainer for a few hours, and switch off. So far, I've had five different ones, and none of them are pleasant."

"They've kept you busy twenty-four seven huh? Are they letting you recharge somewhere? A place where you can get light?"

"Yes, every day in the afternoons I do my training on the roof. I'm glad they consider that, at least… If I didn't have it, I'd run out of energy in three days at this rate. They're really wearing me out."

"It was pretty rainy yesterday. We're you able to recharge?"

"No, but I'm making up for it today in the sun."

"That's good. What kinda things are you learning, anyway?" he asked, curious. Saruh chuckled as she heard him unwrap a pop-tart and dig in. At that moment she reached her room and sat down on the bed. A tough mattress never felt so good in her life. It was even better talking to Tony again. "At first, they taught me basic human anatomy-"

"They didn't plug you up to anything, did they?" he asked, warily.

"No, don't worry. Everything that isn't physical training is taught in a class… So far, I'm the only one in training."

"Makes sense. It's too time consuming to train other noobs. Go on."

"… Anyway, I learned human anatomy. It only took about ten minutes to get all the bones, muscles, and cell stuff processed… You guys have a lot goin' on, don't ya?"

Tony chuckled for a minute. "Guess you got it all down now, huh?"

"I'm just glad people wear clothes... Anyway, after that they taught me basic self-defense. There was so much to learn, from so many different cultures, it took me all day to get it down." Saruh was happy to tell him about her week. It made her feel important. After she finished saying what she learned each day, Tony whistled.

"Makes me glad you can learn so fast. So what, won't you be like an Agent next week or something?"

"Tony," she laughed, "learning is the easy part. It's repetition that they look for. That's what is going to take the longest time."

"Figured." She heard him throw the wrapper away. "So has anyone figured it out yet?"

"What I am?"

"Yeah. You're the only trainee there, Saruh. Not to mention, your programming allows you to learn far faster than a human. It might make others suspicious."

Saruh lowered her eyes. "Only a few really know… But I'm not worried. Sometimes my holoform goes through things I touch. It's obvious. So I think if anyone noticed, they would had said something if they cared enough. I almost forgot, how is JJ?"

"Pepper brought the frickin' cat to bed the other night. I felt something furry under the covers so I thought she was doing something freaky- not that I mind, but Pepper was asleep. Thing scared the hell outta me so I chucked it out the window."

"_**TONY**_!"

"I'm kidding! Jeez! Easy… JJ is fine. She rules the bed pillows and cuddles with Pepper constantly."

Saruh slumped in relief. Then, she bit the corner of her lip. "Tony…?"

"Mhm?"

"Do you think JJ should stay with you? It's just," she looked around, "my room is really small and wouldn't be good for a kitten. Plus, I'm barely here… Pepper already sounds like she loves her too."

Tony sighed. "She does… Only if you're sure."

It was with reluctance she agreed. It was for the best.

Saruh glanced at the clock. It had only been ten minutes, and there was still so much she wanted to do with her free day. "Tony? Is Steve there?"

There was a pause. "No. I think he's attending the ceremony in Washington." He said, softly, knowingly. Saruh knitted her brows. "I figured as much… Can you text me the coordinates to my processor? I…there's something I want to do."

"You got it… take care of yourself, okay?"

"I'm designed to. No worries." She promised. Saruh could almost feel the smile on his face as he clicked off. Saruh dropped her hand, thinking. Soon, the coordinates arrived and she was off. Since it was a holiday, that meant she and other low ranking staff had the day off. The Director said they could afford one day, at least, to honor Memorial Day.

Saruh was still learning human traditions, and this one she wanted to remember. After all, if soldiers hadn't protected her homeland, she wouldn't have a home. She wouldn't have been created. And only one soldier she knew came to mind to honor.

Today was rainy, and no sunlight came through to give her solar-powered body energy. Saruh calculated she would have just enough to reach Washington. After that… well, she'd cross that bridge later. The ocean roared angrily below her as she flew. There must be a storm coming later that day. Saruh flew a little lower to avoid those uncertain dark clouds above.

Soon, land was in view. Along with those famous white structures that signified the nation's capital. Her lips parted in amazement seeing those historic structures. But before she could draw any closer, a stealthy, noise-less jet flew alongside her. National security. How could she have forgotten? Quickly, she turned her body and flashed a SHIELD badge. The man inside the jet spoke into his radio, and then, he pulled off. Saruh looked back.

They were leaving her alone. Good. That was a scare she didn't need more of... The robot soon found a quiet, safe place to land between two old brick buildings. Then, her holoform fizzed up to life. This time she was wearing her dress again. It was better than the SHIELD uniform in her eyes.

There was music ahead, causing Saruh to wonder if it was a 'parade'. There were many American flags waving proudly, and joyful music. Soon a crowd was before her, and a large red, white and blue float carrying a number of people. Dancers jumped around elegantly, and people dressed up as historic figures waved from the highest top of it. And then, she saw a shield raise above them.

But it wasn't Captain America. Only someone dressed up.

Still, the crowd cheered as if it was.

Saruh furrowed her brows. Where was the Captain? And then she remembered the cemetery. Of course. A humble hero like the Captain would obviously be with his fallen friends than out dressing up and getting cheers.

So the A.I tore away from the crowd, pushing past whoever was in her way. Then, far ahead, she saw a grassy field. Saruh's walk slowed down as she entered and looked around. Only a few were out here, quietly sitting by gravestones. And far off, across that dewy and cold field sat a man on a bench. His hat kept well over the top part of his face, and he kept hunched over, maybe praying.

A droplet of rain fizzled through Saruh's holoform as she went, and ran along the smooth metal that was concealed. Her steps were quiet on the trimmed, soft grass as she went. Then, after a minute, she stopped at his side.

"Mind if I join you?"

The man lifted his eyes, startled. He stood, slowly taking off his hat out of respect. Captain America's blue eyes widened. "Saruh?"

The woman nodded.

The Captain looked her over. "What…what are you doing here?" he asked, briefly looking around as if it were the last thing he expected.

"I wanted to visit you, sir."

Steve's posture relaxed in realization. Then, he turned his head aside and sat again. "No need for the formality… sit."

So, she sat next to him and turned her eyes forward. There was a beautifully decorated grave before her, wearing a large wreath. Suddenly, she felt as if she were intruding. "I didn't interrupt anything did I?" she asked, cautiously. Steve only shook his head slowly.

"No… I come here every year and just… sit. Think too long… Put myself in a place hard to get out of." His voice had gone quieter, till it was no more than a murmur as he hid his face in his hand. Saruh knitted her brows.

Had no one thanked him…? Or given him a second thought?

The robot inched closer, until her hand rested straight down over his. The Captain breathed in a sharp, shaky breath he tried hiding when she placed her head to his shoulder.

"Thank you, Captain America."

Although Saruh's eyes were closed, she knew his brows were furrowed hard. His lips had thinned and he was stiff.

It had been too long since a simple thank you ever reached his ears. But human or not, he realized he too must have fought for her. She had every right to thank him too. Without doing his duty, there's be no Tony Stark. And without him, there'd be no Saruh. Like many, many more new generations he and his friends lost so much for.

Maybe the gesture meant more to him than she realized.

Steve moved his hand and placed it firmly around her shoulders, and it felt nice to hold someone again. He turned his head, resting it atop hers'. The cold metal was as comforting as that pretty, projected lie of a holoform she donned. Large, surprised crimson eyes lifted as a drop of something wet trailed down from Steve's chin, and fell down the side of her cheek. There had only been one, and she had assumed it was rain. As the rain began to fall, she heard Steve's heart calm down to a slow, peaceful pace.

Then, he slowly withdrew himself. He reached back on his other side, picking up his umbrella and opened it over them. "Good thing I brought it." His smile was small, and Saruh saw his eyes were slightly red and his nose too. She tried not to look too long though. Instead, she looked up at the sky. "The forecast is a little dreary."

Steve made sure most of the umbrella stayed over her, as polite as a gentleman from his era did. Even though the rain didn't bother her, the gesture was appreciated. "Would you care to join me at a diner down the street? It used to be my favorite back when my team camped out here." He offered, hand available. Saruh's features softened and she nodded, taking that hand that comfortably wrapped around hers. "I'd love to Steve."

So hand in hand, and under the umbrella's protection from the pouring rain, they left the area. The diner was very old fashioned when they got there. Only a few old men were there, eating contently and proudly wearing their uniforms. Steve took a few moments to thank them, and then they sat at a booth. Saruh curiously looked around, and stared in awe as the waitress came to take the order. She had a classic beauty that matched this place. Short curly hair, bright red lips and a little mascara.

They ordered their food, and Saruh figured a regular burger might be interesting to try. As they waited, Steve sent her a polite smile. He had taken off his hat and folded his arms on the table. "So how's the training?"

Saruh's smile faltered. "It's great."

The Captain chuckled behind his hand. "I heard you got one of the best Officers to train you, too."

Saruh slumped. "Were commanding officers difficult in your day too?"

Steve looked off, biting back amusement. "They weren't like old Handworth, that's for sure. She's, uh…she's something alright."

Saruh raised her brows and sipped her sweet tea. It was tasty with a hint of lemon. "I'd say something too, but I'm not allowed to talk bad about my superiors."

The Captain laughed, shaking his head. His pearly whites shined under the dull natural light from the windows. "Tempting isn't it?"

Then the food arrived and they enjoyed eating together. Not much had to be said to enjoy listening to the rain and old fashioned music softly playing. When they finished, he asked if she ever tried a sundae before. When she said no, his eyes widened. Immediately he asked the waitress for one, and he wouldn't clue her in further about it. The Captain only hid his small, playful smile. Then the waitress placed down the most wondrous thing Saruh had ever seen. It was a large bowl filled with vanilla, chocolate and strawberry ice-cream. It was drizzled with chocolate syrup, sugared walnuts, cherries, and banana slices. Lastly, there were little dollops of whip cream that swirled up to a point throughout it.

Steve kept chuckling to himself at her amazed face. He handed her a spoon. "Let's say we get to work huh?"

Before he could dive in, Saruh piped up a quick 'wait' and moved around to sit next to him. "Tony always takes 'selfies' when he wants to remember something. Shouldn't we remember what we did here today?" she asked. Steve thoughtfully nodded his head and took out his phone. "I suppose we could… do you know how to take a picture on this thing?"

Saruh furrowed her brows and poked the screen. It went to the dial-pad. "I don't think that's it…"

Steve turned his head slightly, and stiffened when he saw how close he was. Then, with a nervous twitch in his brows he turned back to his phone. "I don't understand. You're a robot. Shouldn't you be 'one with technology'?"

"Hey, I might not have slept as long as you did, but you still woke up sooner I did. Just…gimme a second."

Finally, like an old couple trying to figure out some confounded machine, they got the camera going. With relief, they scooted closer together and put on big smiles. As Steve tapped the picture button, a sudden filter popped up. It gave them long dog snouts and short little ears. It startled the Captain enough he dropped his phone right over the sundae.

The picture took along the fall though.

They'd never forget or erase that priceless picture of the phone falling its way into that beautiful sundae. Their faces were horrified trying to grab it.

The day went by quickly, and soon, night had fallen. Saruh had fallen silent. She didn't have the energy to fly back to the ship. Plus, her training would resume at midnight, the start of a new day by SHIELD standards. Steve noted her worry and put in a call.

When she asked about it, he only smiled and told her to wait.

And then, like a miracle a helicopter came to take them both 'home'. Well, hers' anyway. The ride was quick to reach the ship. Maybe the pilot liked flying fast as if his skill would impress the Captain or something. In any case, they arrived back with an hour of free time left for Saruh. She stopped outside her door, looking at him thankfully.

"I can't imagine the trouble I'd be in if you hadn't helped. Thank you, Steve." She smiled, letting her holoform fizzle away. Steve's smile didn't fall in the slightest as red eyes replaced blue. Instead, as she stretched out her hand in thanks, Steve politely caught it and bent. The robot's expression turned to shock at the kiss he placed atop it.

Surely it was just an old fashioned gentlemen thing people from his era did, right? Saruh assured herself it was.

"I'll see you in the morning… Might be able to train you and give you a break from Handworth, if you'd like."

"I think you're being too good to me." She joked lightly.

But she saw it clearly. The appreciation in his eyes. Taking the time to spend the day with him wouldn't be forgotten. Saruh didn't know why she watched him wave goodbye and walk off till he was out of sight.

All she knew was there was a funny, weird feeling in her chest.

"Oh, duh, my food tank is full." She reminded herself, going to her room and planning to spend the time resting.

The thing was, even after she emptied the tank, that feeling never went away.


End file.
